declaration of christopher jennings

SUPERIOR COURT OF THE DISTRICT OF COLUMBIACIVIL DIVISION

SHAKESPEARE THEATRE COMPANY, et al.,

Plaintiffs,

v.

LANSBURGH THEATER, INC., et al.,

Defendants.

2012 CA 004971 BJudge: John Ramsey JohnsonNext Event: Initial Conference9:30 am, Friday, September 21, 2012

DECLARATION OF CHRISTOPHER JENNINGS

I, Christopher Jennings, declare under penalty of perjury as follows:

1. I am Managing Director of the Shakespeare Theatre Company (“STC”), and a

member of the Board of Directors of Lansburgh Theater, Inc. (“LTI”).

2. I make this Declaration in support of STC’s motion for preliminary injunction,

and I make the following statements on personal information.

3. STC, a 501(c)(3) non-profit corporation, has established national and international

renown as the nation’s foremost Shakespearean theatre company, and is a leading performing

arts institution.

4. For 20 years, STC has operated the Lansburgh Theater located at 450 7th Street,

NW, Washington, DC 20004 (“Theatre”). STC has leased the Theatre on a non-profit basis from

its supporting organization, LTI.

5. Gunwyn/Lansburgh Limited Partnership (“GLLP”) built the Theatre as part of an

agreement with the District of Columbia to develop a mixed use project, including residential

apartments, restaurants, retail stores, and parking, all in the same building.

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6. A true and correct copy of the Memorandum of Agreement between Pennsylvania

Avenue Development Corporation (“PADC”) and GLLP dated April 8, 1988 is attached hereto

as Exhibit 1. Paragraph 8 of Exhibit 1 identifies a “Residential Rebate in an amount not to

exceed eight million, four hundred thousand dollars.”

7. A true and correct copy of the Covenant Agreement between PADC and GLLP

dated April 8, 1988 is attached hereto as Exhibit 2. Paragraph 2(b) of Exhibit 2 states that GLLP

“shall design, construct, and market approximately thirty thousand (30,000) gross square feet of

space devoted to community arts uses.”

8. A true and correct copy of the Amendment to Covenant Agreement dated April

25, 1989 is attached hereto as Exhibit 3. Exhibit 3 increases the permissible size of the space

devoted to community arts uses.

9. A true and correct copy of the Articles of Incorporation of LTI dated February 24,

1992 is attached hereto as Exhibit 4.

10. A true and correct copy of the Bylaws of LTI is attached hereto as Exhibit 5.

11. A true and correct copy of the deed conveying the Theatre from GLLP to LTI

dated June 26, 1992 is attached hereto as Exhibit 6.

12. A true and correct copy of LTI’s IRS Form 1023 dated August 10, 1992 is

attached hereto as Exhibit 7.

13. A true and correct copy of the Lease Agreement between LTI and STC dated

“September __, 2007” (the “lease”) is attached hereto as Exhibit 8.

14. A true and correct copy of a letter sent from STC Chairman Michael Klein to

Kenneth Krozy during the parties lease negotiations is attached hereto as Exhibit 9.

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15. A true and correct copy of a letter sent from Kenneth Krozy to STC on January 4,


16. A true and correct copy of email communications between Mr. Klein and Mr.

Krozy dated February 9, 11, and 13, 2012 are attached hereto as Exhibit 11.

17. A true and correct copy of a letter sent from the Attorney General for the District

of Columbia to LTI on February 24, 2012 is attached hereto as Exhibit 12.

18. A true and correct copy of a letter sent from Sullivan & Worcester LLP to the

Attorney General for the District of Columbia on March 5, 2012 is attached hereto as Exhibit 13.

19. A true and correct copy of a letter from Councilmember Tommy Wells to LTI on

February 23, 2012 is attached hereto as Exhibit 14.

20. A true and correct copy of a letter sent from Councilmember Jack Evans to LTI

on February 29, 2012 is attached hereto as Exhibit 15.

21. A true and correct copy of LTI’s IRS Form 990 for the year ending December 31,


22. A true and correct copy of the Action of Board of Directors By Written Consent

dated August 14, 2001 is attached hereto as Exhibit 17. Exhibit 17 reflects that Graham Gund

and Michael Davis, a lawyer at the law firm of Sullivan and Worcester LLP who performs legal

services for Mr. Gund and his affiliates, occupied two of the three seats on the Board of

Directors of LTI (the “Board”).

23. A true and correct copy of the Action of Board of Directors By Written Consent

dated November 9, 2005 is attached hereto as Exhibit 18. Exhibit 18 reflects that Mr. Davis

unilaterally appointed Mr. Krozy to the Board.

EXHIBIT 1

3 .100300292

ado.

MENQRANIZMALISENSIM .4D AA.

THIS MEMORANDUM OF AGREEMENT (hereinafter called the

35

"Agreement") is made and entered into as of this Is Aitt day of

tab, 1988, by and between the Pennsylvania Avenue Development

lg. Corporation, a wholly-owned corporation of the United States 11 Government, established pursuant to Public taw 92-578, as amended

(40 U.S.C. 871, at Beg.) (hereinafter called the "Corporationn24

and Gunwyn/Lansburgh Limited Partnership, a Massachusetts lieit4

partnership, duly organized and authorized to do business in the

District of Columbia (hereinafter called the "Developer").

WITNESSETH THAT:

1. The Corporation and the Developer entered into a Sales

Agreement dated October 13, 1987, and amended on February 10,

1988, and March AL, 1988, concerning the real property described

in Exhibit A, attached hereto and made a part hereof.

2. Settlement on the said real property occurred on this

41; A

day of 1988.

Cmg

CD 3. The provisions of the said Sales Agreement survive the

conveyance of the said real property, and neither the Deed nor

the Deed of Trust shall be deemed to affect or impair the

provisions of the said Sales Agreement, except as may be

specifically provided for therein.

o U, 04

Jib:

3 .ft 0 0 0 2 9 2

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4. In the Sales Agreement the Corporation and the Developer

have agreed upon certain Submission Requirements with regard to

the design and construction of the Project to be built upon the

said real property.

5. In the Sales Agreement the Corporation and the Developer

have agreed upon certain Deposits and Construction Milestones

with regard to Completion of the Project to be built upon the

said real property.

6. The Sales Agreement contains certain terms and

conditions upon which the Corporation has the option, but not the

obligation, to repurchase the said real property.

7. The Developer's Affirmative Action Plan, as approved by

the Corporation, is attached as an exhibit to the Sales

Agreement.

8. The Sales Agreement contains provisions concerning the

Developer's right to earn a Residential Rebate in an amount not

to exceed eight million, four hundred thousand dollars

($8,400,000.00), and repayment of the Residential Rebate to the

Corporation under certain conditions set forth in the sales

Agreement.

IN WITNESS WHEREOF, THE PENNSYLVANIA AVENUE DEVELOPMENT

CORPORATION has, on this 6/16* day of March, 1988, caused this

Memorandum of Agreement to be signed in its corporate name by

Barbara S. Austin Secretary Chairman

3 33a0J00292

-3-

Henry A. Berliner, Jr., its Chairman, and attested to by Barbara

s. Austin, its secretary, and has caused its corporate seal to be

affixed hereto, and hereby constitutes and appoints Henry A.

Berliner,‘, as its true and lawful attorney-in-fact, for and

in its name, to acknowledge this Memorandum of Agreement to be

the act and deed of the PENNSYLVANIA AVENUE DEVELOPMENT

CORPORATION, and to deliver the same as such; and

IN WITNESS WHEREOF, GUNWYN/LANSBURGH LIMITED PARTNERSHIP

has, on this a'" day of March, 1988, caused this Memorandum of Agreement to be signed in its name by Gunwyn/Laneburgh

Development Corporation, its General Partner, by Peter E. Madsen,

its President, and hereby constitutes and appoints Peter E.

Madsen as its true and lawful attorney-in-fact, for and in its

name, to acknowledge this Memorandum of Agreement to be the act

and deed of GUNWYN/LANSBURGH LIMITED PARTNERSHIP, and to deliver

the same as such.

ATTEST: PENNSYLVANIA AVENUE DEVELOPMENT CORPORATION

[Corporate Seal]

0 0 0 2 9 2

row

ATTEST% GUNWYN/LANSBURGH LIMITED

PARTNERSHIP

Ey: GUNNYN/LANSEDRGH DEVELOPMENT CORPORATION,

General Partner

BY

3 0 0 J 0 0 2 9 2

.5-

DISTRICT OF COLOMBIA TO WIT:

I, -at a Notary Public in and

for the District of Cot.. a, do hereby certify that Henry A.

Berliner, Jr., who is personally known (or satisfactorily proven)

to me to be the person named as attorney-in-fact in the foregoing S

Memorandum of Agreement bearing dateA of the 11 day of

1988, and hereto annexed, personally appeared before me in the

said District of Columbia and, as attorney-in-fact as aforesaid,

and by virtue of the authority vested in him by said Memorandum

of Agreement, acknowledged the same to be the act and deed of the

PENNSYLVANIA AVENUE DEVELOPMENT CORPORATION therein. GIVEN under

my hand and seal this day of March, 1988.

My commission expires: 3-314i

•

DISTRICT OF COLUMBIA

0 3 00292

-6.-

TO WIT:

1, P■46%, a Notary Public in and *44

for the aketriet-ef-CeleMbLe certify that Peter E.

Madsen, who is personally known (or satisfactorily proven) to me

to be the person named as attorney-in-fact in the foregoing

Memorandum of Agreement bearing data of the t day of

and hereto annexed. =nally appeared before me in the nowdneW aq

said and, as attorney-in-fact as aforesaid,

and by virtue of the authority vested in him by said Memorandum

of Agreement, acknowledged the same to be the act and deed of

GUNWYN/LANSBUNGE LIMITED FARTNERsimP therein. GIVEN under my

hand and seal this LS' day of birch, 1988.

NCTAItY PUBLIC

My commission COMiSEliOrt expires: IVi)-Igq

1988

3 0 0 3 0 0 2 9 2

-7-

Legal Description of Parcel 431-8

Lot 24 in Square 431 in the District of Columbia as shown dit the plat of Subdivision, Square 431, recorded in Book 180, Page 13, in the Office of the Surveyor of the Dist-of Columbia on December 18, 1987.

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•

EXHIBIT 2

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tri

3 3 7, 0 0 2

C, U,

O

MIZEMIL,ANIZINENS

THIN COVENANT AGREEMENT ("Covenant") is entered into this AVIA_ day of -mereft, 1988, by and between GUNWINAANSEURGH LIMITED

PARTNERSHIP, a Massachusetts limited partnership duly formed and

authorized to do business in the District of Columbia,

("Developer") and the PENNSMANIA AVENUE DEVELOPMENT

CORPORATION, a corporation established pursuant to Public Law 92- -:

578, as amended (40 U.S.C. 871, et egg.), and wholly-owned by the 4

United States Government (the "Corporation").

=EWA

This Covenant is made and entered into with reference to the

following recitals:

A. By special warranty deed of even date herewith, the

Corporation has conveyed to the Developer certain real property

("Parcel 431-8") situated in Square 431 in the District of

Columbia. Parcel 431-B is more fully described in Exhibit A

attached hereto and made a part hereof.

B. In connection with the sale to Developer of Parcel

431-s Developer has agreed to execute and record this Covenant,

agreeing that as part of the development of Parcel 431-B as a

mixed-use project (the "Project"), the Developer will design,

construct, and market certain residential units and certain

community arts space which will be used and maintained as set

forth herein.

C. The Developer and the Corporation are executing this

Covenant concurrently with the purchase of Parcel 431-B by the

Developer from the Corporation, and it is the intention of the

Developer and the Corporation that the covenants contained

herein shall be covenants real, shall run with the land, shall be

superior to all other liens and encumbrances, and shall be

binding upon the Developer and its successors and assigns as

owner(s) of Parcel 431-s.

mow, THEREPORE, in consideration of the foregoing, and of

other good and valuable consideration, the receipt and suffi-

ciency of which are hereby acknowledged, the parties hereto agree

as follows:

1. recitals Incorporated by Refgrence.

The foregoing recitals are incorporated into this

Covenant as if set forth in full in this Paragraph 1.

2. Oakmont. (a) The Developer shall design, construct, and market

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..W03002 9j

approximately three hundred and sixty-nine (369) residential

units, having an average unit size or approximately nine hundred

(900) net square feet per unit. All residential units must be

devoted exclusively to residential use and no portion thereof or

of any floor above the ground floor of the Project shall be used

for any non-residential use otherwise permitted under the

applicable zoning classification for a period of thirty (30)

years from Completion of the Project. Completion of the Project

means substantial completion of all Buildings within the Project

and all sidewalks adjacent to the Project as evidenced by the

delivery by the Developer to the Corporation of a certificate of

substantial completion of the Project (AIA Document 6704, April

1978 edition, or any successor or replacement certificate)

executed by the Developer's architect certifying that the

Building is sufficiently complete to allow tenant finish to

begin; issuance of a permit for, and commencement of operation

of, the parking facility; implementation of the corporation-

approved residential marketing plan; and receipt by Developer of

certificates of occupancy for at least one residential unit and a

portion of the community arts space in all buildings within the

Project.

(b) The Developer shall design, construct, and market

approximately thirty thousand (30,000) gross square feet of space

devoted to community arts uses. The community arts space will

accommodate visual and performing arts space for use by a variety

of artists and arts organizations, exhibition space, and a

performing arts theatre with space for approximately 400 seats.

The community arts space may be located below grade, with

-3-

34(10011 00 2 93

convenient and identifiable entrances and lobbies at street

level. Said space shall be devoted to community arts uses for a

period of twenty (20) years from Completion of the Project, as

defined in Paragraph 2(a) above.

(c) The Developer will provide one million dollars

($1,000,000) to the arts entity as financial support for the

administration, management, and programming of the arts space.

This money will be provided in annual installments of

approximately seventy thousand dollars ($70,000) for fourteen

(14) years beginning no later than the date when the arts

facilities have been substantially completed and when the

Developer receives a certificate of occupancy for the arts-

related facilities. The Developer will grant to the arts entity

a covenant, said covenant becoming effective upon occupancy of

the community arts space by the arts entity, providing that the

community arts space will be net leased to the actual arts

groups, users, exhibitors, and/or programs at minimal base rents

that are just sufficient to pay for the operating and utility

costs of the community arts space in the Project, as well as the

charges for the utilities for their individual spaces and

duration used. Said covenant will provide that the Developer

will share some of the maintenance, support, and technical staff

costs with the arts entity through the property management

personnel.

(d) The Developer will grant ten percent (10%) of its

share of net cash flow and residual benefits, net after all

3 o, 3 0 0 J 0 0 2 9 3

financial obligations and expenses, to the arts entity for the

purpose of operating, promoting, enhancing, and/or developing

arts concepts, programs, and/or events and outreach plans to

and/or by women and minorities.

5.

I Li

The covenants and restrictions contained herein shall

be deemed to be covenants real, shall run with the land, and

shall be superior to all other liens and encumbrances. Said

covenants and restrictions shall be binding on and enforceable by

and against the parties hereto and their respective successors

and assigns.

6. Raagrdatign.

The Corporation shall promptly record this Covenant

Agreement in the Office of the Recorder of Deeds of the District

of Columbia, and the cost of recording shall be paid by the

Developer.

7. Statutory Authority of the Corporation Unimpaired.

Nothing contained in this Covenant shall be construed

as precluding, limiting, or restricting the statutory and

regulatory authority of the Corporation arising from Public Law

92-578, as amended, and any other statutory and regulatory

authority.

34400J00293

8. AdttaktatiMallhislatlitE •

In no event shall the Developer or its successors and

assigns, or its or their respective parties, officers, directors,

agents or trustees have personal liability hereunder, all such

liability being limited to the respective interests of such

parties in Parcel 431-B.


CORPORATION has, on this 1142: day of March, 1988, caused this

Covenant Agreement to be signed in its corporate name by Henry A.

Berliner, Jr., its Chairman, and attested to by Barbara S.

Austin, its secretary, and has caused its corporate seal to be

affixed hereto, and hereby constitutes and appoints Henry A.

Berliner, Jr., as its true and lawful attorney-in-fact, for and

in its name, to acknowledge this Covenant Agreement to be the act

and deed of the PENNSYLVANIA AVENUE DEVELOPMENT CORPORATION, and

to deliver the same as such; and


has, on this 1511' day of March, 1988, caused this Covenant

Agreement to be signed in its name by Gunwyn/Lanaburgh

Development Corporation, its General Partner, by Peter E. Madsen,

its President, and hereby constitutes and appoints Peter E.

Madsen as its true and lawful attorney-in-fact, for and in its

name, to acknowledge this Covenant Agreement to be the act and

en Its President

BY:

3 3 di G 0 .3 0 o 2 9 3

deed of GUNWYN/LANSBURGN LIMITED PARTNERSHIP, and to deliver the

same as such.

ATTEST: PENNSYLVANIA AVENGE DEVNIDPMENT

CORPORATION

S. Berliner, J . BY:

Secretary Chairman

[Corporate Seal]

ATTEST: GUNEYN/LANSBURGR LIMITED

PARTNERSHIP

By: GUNNYN/LANSEURGE DEVELOPMENT CORPORATION,

General Partner

DISTRICT OP COLUMBIA

TO WIT:

z • a- Ia., A A.., e1. . Arms a Notary Public in and

for the District of Columbia, do hereby certify that Henry A.

Berliner, Jr., who is personally known (or satisfactorily proven)

to me to be the person named as attorney-in-fact in the foregoing AS

Covenant Agreement bearing dateAof the j day of 4=, 1988,

and hereto annexed, personally appeared before me in the said

District of Columbia and, as attorney-in-fact as aforesaid, and

by virtue of the authority vested in him by said Covenant

Agreement, acknowledged the same to be the act and deed of the

PENNSYLVANIA AVENUE DEVELOPMENT CORPORATION therein. GIVEN under

my hand and seal this day of March, 1988.

my commission expires: 3 -31-.2f


TO WIT:

/61-11cat-' a Notary Public in and Cemwownweeltit J4 cku

for the SistriCe-af-COtutbie, do hereby certify that Peter E.

Madsen, who is personally known (or satisfactorily proven) to me

to be the person named as attorney-in-fact in the foregoing a5

Covenant Agreement bearing datMof the It:day of-, 1988,

COMMWAWM044/1 and hereto , personally appeared before me in the said

E4strict-ef-Gelemb4a and, as attorney-in-fact as aforesaid, and

by virtue of the authority vested in him by said Covenant

Agreement, acknowledged the same to be the act and deed of

GONNYN/LANSSURGH LIMITED PARTNERSHIP therein. GIVEN under my

hand and seal this jday of March, 1988.

My commission expires

3 3 3 3 0 3 0 0 2 4 3

EXICEULA

Legal Description of Parcel 431-B

Lot 24 in Square 431 in the District of Columbia as Shoiii-bn the plat of Subdivision, Square 431, recorded in Book 180, Page 11, in the Office of the Surveyor 61 the District of Columbia on December 18, 1987.

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EXHIBIT 3

AMENDMENT

TO

COVENANT AGREEMENT

THIS AMENDMENT TO COVENANT AGREEMENT ("Amendment") is

entered into this a(Pday of Pt 61 , 1989, by and between

GUNWYN/LANSBURGH LIMITED PARTNERSHIP, a Massachusetts limited

partnership duly formed and authorized to do business in the

District of Columbia, ("Developer") and the PENNSYLVANIA AVENUE

DEVELOPMENT CORPORATION, a corporation established pursuant to

Public Law 92-578, as amended (40 U.S.C. 871, et seq.), and

O wholly-owned by the United States Government (the "Corporation")

I WITNESSETH:

WHEREAS, the Developer and the Corporation entered into a

certain covenant Agreement dated April 8, 1988, and recorded

April 13, 1988, as Instrument No. 20259, regarding the

Developer's designing, constructing, and marketing certain

residential units and certain community arts space all located on

Lot 24 in Square 431 in the District of Columbia, as more

particularly described in Exhibit A attached hereto;

WHEREAS, by the terms and conditions of the Covenant

Agreement, the Developer agreed to design, construct, and market

-2-

approximately three hundred and sixty-nine (369) residential

units, having an average unit size of approximately nine hundred

(900) net square feet per unit, and approximately thirty thousand

(30,000) gross square feet of space devoted to community arts

uses, with a performing arts theatre with space for approximately

400 seats;

WHEREAS, the Developer has requested, and the Corporation

has agreed, that the number of the residential units be increased

to three hundree and eighty-one (381); that the size of the

residential units be decreased to approximately eight hundred and

fifty (850) net square feet; and that the required number of

seats in the performing arts theatre be increased to

approximately four hundred and eighty (480) to four hundred and

ninety (490);

NOW, THEREFORE, the parties hereto agree as follows:

1. The first sentence of paragraph 2(a) of the Covenant

Agreement is hereby amended to read: "The Developer shall

design, construct, and market approximately three hundred and

eighty-one (381) residential units, having an average unit size

of approximately eight hundred and fifty (850) net square feet

per unit."

2. The first two sentences of paragraph 2(b) of the

-3-

Covenant Agreement are hereby amended to read: "The Developer

shall design, construct, and market at least thirty thousand

(30,000) gross square feet cf space devoted to community arts

uses. The community arts space will accommodate visual and

performing arts space for use by a variety of artists and arts

organizations, exhibition space, and a performing arts theatre

with space for approximately four hundred and eighty (480) to

four hundred and ninety (490) seats."

3. The Developer shall promptly record this Amendment in

the Office of the Recorder of Deeds of the District of Columbia,

and the cost of recording shall be paid by the Developer.

4. The covenant Agreement as hereby amended remains in full

force and effect in accordance with its terms, and the Developer

and the Corporation hereby ratify and confirm the same.


CORPORATION has, on this a?-day of Art , 1989, caused

this Amendment to Covenant Agreement to be signed in its

corporate name by Richard A. Hauser, its Chairman, and attested

to by Barbara S. Austin, its secretary, and has caused its

corporate seal to be affixed hereto, and hereby constitutes and -----

appoints Richard A. Hauser, as its true and lawful attorney-in-

fact, for and in its name, to acknowledge this Amendment to

Covenant Agreement to be the act and deed of the PENNSYLVANIA

,4144.1,4LA.A By:

-4-

AVENUE DEVELOPMENT CORPORATION, and to deliver the same as such;

and


has, on this 4171kiday of /%41...(1. , 1989, caused this

Amendment to Covenant Agreement to be signed in its name by

Gunwyn/Lansburgh Development Corporation, its General Partner, by

Peter E. Madsen, its President, and hereby constitutes and

appoints Peter E. Madsen as its true and lawful attorney-in-fact,

for and in its name, to acknowledge this Amendment to Covenant

Agreement to be the act and deed of GUNWYN/LANSBURGH LIMITED

PARTNERSHIP, and to deliver the same as such.

ATTEST:

r Barbara S. Austin Secretary

[Corporate Seal]

ATTEST:

PENNSYLVANIA AVENUE DEVELOPMENT CORPORATION

GUNWYN/LANSBURGH LIMITED PARTNERSHIP

Ass,sh..-1- Clef 4- Secretary

QOCCQM • W314-1M3r:1

By: GUNWYN/LANSBURGH DEVELOPMENT CORPORATION,

General Par er

P ter E. Madsen Its President

1444-4. NOTARY PUBL

-5-


TO WIT:

, a Notary Public in and

for the District of a, do hereby certify that Richard A.

Hauser, who is personally known (or satisfactorily proven) to me

to be the person named as attorney-in-fact in the foregoing ,■

Amendment to Covenant Agreement bearing date of the day of

apcgAL,

1989, and hereto annexed, personally appeared

before me in the said District of Columbia and, as attorney-in-

fact as aforesaid, and by virtue of the authority vested in him

by said Amendment to Covenant Agreement, acknowledged the same to

be the act and deed of the PENNSYLVANIA AVENUE DEVELOPMENT

CORPORATION therein. GIVEN under my hand and seal this026day

of , 1989.

My commission expires: ..3'3/

-6--

COMMONWEALTH OF MASSACHUSETTS TO WIT:

ovt-t nsi.„e44- , a Notary Public in and

for the Commonwealth of Massachusetts, do hereby certify that

Peter E. Madsen, who is personally known (or satisfactorily

proven) to me to be the person named as attorney-in-fact in the

foregoing Amendment to Covenant Agreement bearing date of the 05 day of A ri I , 1989, and hereto annexed, personally

appeared before me in the said Commonwealth of Massachusetts and,

as attorney-in-fact as aforesaid, and by virtue of the authority

vested in him by said Amendment to Covenant Agreement,

acknowledged the same to be the act and deed of GUNWYN/LANSBURGH

LIMITED PARTNERSHIP therein. GIVEN under my hand and seal this

II0day of 1989.

'--"----"°sr N TARP PUBLIC

My commission expires: 1))1c41

LPAtuvei

EXHIBIT 4

ARTICLES OF INCORPORATION

OF

LANSBURGH THEATER, INC.

To The Department of Consumer and Regulatory Affairs District of Columbia

Each of the undersigned, being a natural person of the age of at least eighteen years and acting as an incorporator for the purpose of organizing a corporation pursuant to the provisions of the District of Columbia Nonprofit Corporation Act, D.C. Code Ann. §§29-501 to 599.14 (1991), does hereby adopt the following Articles of Incorporation.

FIRST: The name of the corporation is:

Lansburgh Theater, Inc.

SECOND: The duration of the corporation is perpetual.

THIRD: The corporation is hereby organized for the following purposes:

The corporation is organized and shall be operated exclusively for charitable purposes by conducting supporting activities for the benefit of, to perform one or more of the functions of, or to carry out one or more of the purposes of, The Shakespeare Theatre at the Folger Library, a District of Columbia not-for-profit corporation (the "Folger Theatre"), with the intention and purpose that the corporation shall be operated as, and shall constitute, an organization described in Section 509(a)(3) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of any future United States Internal Revenue Law) (the "Internal Revenue Code").

In connection with such purposes the corporation is formed:

(a) to establish, maintain and operate a charitable organization for the purpose of owning and leasing on a nonprofit basis a 450 seat theatre comprising Unit 3 at the Lansburgh Complex

RI, 5i 199?-:..' Condominium, located on E Street between 7th and 4, ''8th Streets, N.W., Washington, D.C. (the "Theatre Premises"), and providing related supportive facilities and services on a nonprofit basis; and to conduct any other programs or means by which the organization can pursue the aforementioned purposes not inconsistent with the lawful purposes,

objectives or powers of a corporation organized under the District of Columbia Nonprofit Corporation Act and which may be permitted a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code which is described in Section 509(a)(3) of the Internal Revenue Code; and

(b) to do, exercise and perform any act, thing or power necessary, suitable or desirable for the accomplishment of any of the foregoing charitable purposes, or the attainment of any objectives or the furtherance of any powers which are lawful purposes, objectives or powers of a corporation organized under the District of Columbia Nonprofit Corporation Act and which may be permitted a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code which is described in Section 509(a)(3) of the Internal Revenue Code.

The foregoing clauses are to be construed both as purposes and powers, and it is hereby expressly provided that the enumeration herein of specific purposes and powers shall not be held to limit or restrict, in any manner, the exercise and enjoyment of all the general purposes and powers of a corporation organized under the District of Columbia Nonprofit Corporation Act and which may be permitted a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code which is described in Section 509(a)(3) of the Internal Revenue Code.

FOURTH: In the event that either (1) the Folger Theatre ceases to be a Qualified Organization, as such term is hereinafter defined, or (2) the lease agreement pursuant to which the Folger Theatre occupies the Theatre Premises shall terminate for any reason, the corporation shall forthwith cease to be operated for the benefit of the Folger Theatre and shall thereafter be operated for the benefit of, to perform the functions of, or to carry out the purposes of, such one or more Qualified Organizations formed to promote and foster the performing arts, and in particular the theatre arts, as shall be selected by the Board of Directors. For purposes of these Articles of Incorporation, the term "Qualified Organization" shall mean an organization which is described in Section 501(c)(3) and either Sections 509(a)(1) or 509(a)(2) of the Internal Revenue Code.

FIFTH: No part of the net earnings, properties or other assets of the corporation shall inure to the benefit of, or be distributable to, any private

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person or individual, including any incorporator, employee, officer or director of the corporation, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles of Incorporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or (iii) by a corporation organized under the District of Columbia Nonprofit Corporation Act.

SIXTH: Upon dissolution of the corporation, its assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for any public purpose. Any assets not so disposed of shall be disposed of by any such court as shall have jurisdiction over the corporation and its property, as such court shall determine, exclusively for such purposes, or to any such organization or organizations, as such court shall determine, as are organized and operated exclusively for such purposes.

SEVENTH: The corporation shall have no members.

EIGHTH: The manner of election or appointment of the directors of the corporation shall be prescribed by the By-laws of the corporation, provided, that at all times at least one of the directors of the corporation shall be a person appointed by the officers, directors, trustees or membership of the organization for the benefit of which the corporation conducts its activities (whether such organization be the Folger Theatre or a successor or replacement organization), and further provided, that at no time shall a majority of the directors of the corporation consist of disqualified persons (as ,defined in Section 4946 of the Internal Revenue Code) other than foundation managers.

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NINTH: The address, including street and number, if any, of the initial registered office of the corporation is 450 Seventh St., N.W., Washington, D.C. 2004 and the name of the corporation's initial registered agent at the aforesaid address is Gunwyn/Lansburgh Development Corporation.

TENTH: The'number of directors constituting the initial Board of Directors of the corporation is three (3).

The name and the address, including street and number, if any, of each of the persons who are to serve as the initial directors of the corporation are as follows:

Address

47 Thorndike Street Cambridge, MA 02141

301 E. Capitol St., N.W. Washington, D.C. 20003

47 Chatham Road Newton Highlands, MA 02161

Name

Graham Gund

Jessica T.• Andrews

Michael M. Davis

ELEVENTH: The name and the address, including street and number, if any, of each of the incorporators are as follows:

Name

Joel R. Carpenter

Martha J. Gordon

Kathleen M. Miskiewicz

Address

26 Heather Drive Cohasset, MA 02025

75 Boulder Road Newton, MA 02159

1153 Beacon Street Brookline, MA 02146

Signed on February 24, 1992

Notary P •lic My Commission Expires

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ACKNOWLEDGMENT

The Commonwealth of Massachusetts ) ss.

County of Suffolk

Then personally appeared before me Joel R. Carpenter who, being by me first duly sworn, declared that he signed the foregoing Articles of Incorporation as an incorporator of the proposed corporation named therein, that the statements contained therein are true and that the foregoing constitutes his free act and deed as an incorporator of such corporation thisday of February, 1992.

(notarial seal)

ACKNOWLEDGMENT


County of Suffolk

Then personally appeared before me Martha J. Gordon who, being by me first duly sworn, declared that she signed the foregoing Articles of Incorporation as an incorporator of the proposed corporation named therein, that the statements contained therein are true and that the foregoing constitutes h r free act and deed as an incorporator of such corporation thi62'( day of February, 1992.

Notary •ublic My Commission Expires: OtlY

(notarial seal)

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ACKNOWLEDGMENT


County of Suffolk

Then personally appeared before me Kathleen M. Miskiewicz who, being by me first duly sworn, declared that she signed the foregoing Articles of Incorporation as an incorporator of the proposed corporation named therein, that the statements contained therein are true and that the foregoing constitutes her free act and deed as an incorporator of such corporation thisi? ay of February0Y, 1992.

Not y Public My Commission E

(notarial seal)

/0

EXHIBIT 5

BY-LAWS

of


I. ARTICLES OF INCORPORATION

The name, period of duration, purposes, location of initial registered office and name of initial registered agent shall be as set forth in the Articles of Incorporation. These By-Laws, the powers of the Corporation and of its Directors and Officers, and all matters concerning the conduct and regulation of the business of the Corporation, shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Incorpora-tion; and the Articles of Incorporation are hereby made a part of these By-Laws. All references in these By-Laws to the Articles of Incorporation shall be construed to mean the Articles of Incorporation of the Corporation as from time to time amended.

II. MEMBERSHIP

The Corporation shall have no Members. The Board of Directors shall take any and all actions and votes required or permitted to be taken by Members under the District of Columbia Nonprofit Corporation Act.

III. SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISERS, FRIENDS OF THE CORPORATION

The Directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisers or friends of the Corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the Directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meet-ing, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.

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IV. BOARD OF DIRECTORS

1. Functions and Definitions. The affairs of the Corporation shall be managed by a governing board, which is herein referred to as the "Board of Directors" or "directors" notwithstanding that the members thereof may otherwise bear the titles of trustees, managers, or governors or any other designated title. The word "director" or "directors" likewise herein refers to a member or members of the governing board notwithstanding the designation of a different official title or titles.

2. Qualifications and Number. Each director shall be a natural person at least eighteen (18) years of age. A director need not be a citizen of the United States or a resident of the District of Columbia unless a majority of the members of the Board of Directors then in office shall provide otherwise. At no time shall a majority of the directors of the Corporation consist of disqualified persons (as defined in Section 4946 of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United States Internal Revenue Law, hereinafter referred to as the "Internal Revenue Code") other than foundation managers.

The Board of Directors shall be fixed at three (3) persons until changed as provided in these By-Laws. The number of directors may be increased or decreased from time to time by amendment to these By-Laws, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The number of directors shall never be fewer than three (3).

3. Election . (a) Each Director shall be elected at the annual meeting of the Board of Directors and shall serve until the next annual meeting or until his successor has been elected and qualified or until he sooner dies, resigns or is removed.

(b) Notwithstanding anything to the contrary in these By-Laws, one (1) person shall be designated to serve as a Director of the Corporation by the officers, directors, trustees or membership of the organization for the benefit of which the Corporation conducts its activities (whether such organization is The Shakespeare Theatre at the Folger Library, Inc. or any successor organization described in Section 501(c)(3) and either Section 509(a)(1) or Section 509(a)(2) of the Internal Revenue Code selected by the Board of Directors) (the "Supported Organization"). Such Supported Organization shall by written notice delivered to the Corporation indicate the person it has designated to serve as a Director of the Corporation, which person shall be elected to the Board of Directors at its next annual meeting, or, if requested by the Supported Organization, at the next regular meeting of the Board of Directors or by written consent of the Directors as soon as reasonably practicable after the date of the notice.

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4. Vacancies. (a) Any vacancy created by the death, removal or resignation of a Director designated to serve as such by the Supported organization shall be filled by the vote of a majority of the Directors remaining in office, who shall appoint as a Director the person designated by such Supported organization as described in Article IV, Section 3 hereof.

(b) Any vacancy created by the death, removal or resignation of a Director who was not designated to serve as such by the Supported Organization shall be filled by vote of a majority of the Directors not so designated who remain in office, whether or not a quorum of such Directors then exists.

5. Compensation and Expenses,. The Board of Directors may receive reasonable compensation for its services as such, and the Board of Directors shall have the power and authority, in its exclusive discretion, to contract for and to pay Directors compensation for unusual or special services rendered to the Corporation; provided, that any such compensation shall be reason-able and appropriate to the value of the services rendered by the Directors.

6. Resignation of Directors. Any Director may resign from the Corporation by delivering a written resignation to the President, the Secretary, or to a meeting of the Board of Directors.

7. Removals. (a) The Board of Directors may remove any Director from office with or without cause. Notwithstanding anything to the contrary contained herein, a Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him or her.

(b) In the event the Supported Organization indicates by written notice to the Corporation that a new person is to be appointed to serve on the Board of Directors, or ceases for any reason to be the Supported Organization, and in either case the existing Director who is a designee of the Supported Organization has not tendered his or her resignation as provided in these By-Laws prior to the date upon which his or her successor is to be elected, then the Board of Directors shall remove such Director without cause by affirmative vote of the remaining Directors.

8. Meetings of the Board of Directors. An annual meeting of the Board of Directors to elect Directors and the President, Secretary, Treasurer and other officers shall be held each year without call or formal notice. If such meeting is not so held, the President shall call a special meeting of the Board of Directors for such purpose.

Regular meetings of the Board of Directors may be held without call or formal notice at such places and at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be held at any time and at any place when called by the President, or one or more Directors, upon reasonable notice, stating the time and place of said meeting, given to each Director by the Secretary, or, in the case of the death, absence, incapacity or refusal of the Secretary, by the officer or Director or Directors calling the meeting, or at any time without call or formal notice, provided all the Directors are present or waive notice thereof before or after the meeting by a writing which is filed with the records of the meeting. Notice to a Director of any meeting shall be deemed to be sufficient if sent by mail at least three (3) days prior to such meeting, addressed to him or her at his or her usual or last known business or residence address, or by facsimile or telegram at least twenty-four hours before the meeting, or if given in person, either by telephone or by handing him or her a written notice at least twenty-four hours before the meeting. A Director who attends a meeting for the purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called or convened shall not be deemed to have waived notice thereof.

9. Ouorum; Voting. A majority of the Directors in office at the time a meeting is duly called and held shall constitute a quorum. When a quorum is present at any such meeting, the vote of a majority of the Directors present shall be necessary and sufficient for election to any office or for a decision on any matter, except as otherwise required by law, by the Articles of Incorporation, or by these By-Laws. Whether or not a quorum is present, any meeting may be adjourned from time to time by a majority of the votes cast upon the question, without notice other than by announcement at the meeting, and without further notice to any absent Director. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

Notwithstanding anything to the contrary in these By-Laws, the grant of a leasehold interest by the Corporation in all or substantially all of its assets shall be approved by the unanimous vote of all Directors then in office.

10. Consent in Lieu of Directors' Meeting. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all Directors entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting of the Board of Directors.

11. Committees of Directors. The Board of Directors, by vote of a majority of the Directors then in office may at any time designate and appoint such committees of the Board of Directors as are deemed desirable, each of which shall consist of two (2) or more directors, may from time to time designate or alter the

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duties and powers of such committees or change their membership and may at any time abolish such committees or any of them. Such committees shall have and exercise such power and authority of the Board of Directors in the management of the Corporation as the Board of Directors shall determine.

V. OFFICERS

1. Officers. The officers of the Corporation shall consist of a President, a Treasurer and a Secretary, and may include other officers, such as a Chairman of the Board, a Controller, one or more Vice Presidents, Assistant Treasurers, Assistant Secretaries or Assistant Controllers, as the Board of Directors may, in its discretion, elect or appoint. The Corporation may also have such agents, if any, as the Board of Directors may, in its discretion, appoint. The President need not be a Director. The Board of Directors may, in its discretion, appoint one or more officers of the Corporation as ex officio members of the Board of Directors. To the extent permitted by law, any two or more offices may be held by the same person; provided, that the offices of President and Secretary shall not be filled by the same person.

Subject to law, to the Articles of Incorporation, and the other provisions of these By-Laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as the Board of Directors may from time to time designate.

The President, the Treasurer, and the Secretary shall be elected annually by the Board of Directors at its annual meeting, by vote of a majority of the full Board of Directors. Such other offices of the Corporation as may be created in accordance with these By-Laws may be filled at such meeting by vote of a majority of the full Board of Directors, or at any other time, by vote of a majority of the Directors then in office.

Each officer shall hold office until his or her successor is elected or appointed and qualified, or until he or she sooner dies, resigns, is removed, or becomes disqualified; provided, that in no event shall the term of any officer exceed three (3) years. Each agent shall retain his or her authority at the pleasure of the Board of Directors.

Any officer, employee, or agent of the Corporation may be required, as and if determined by the Board of Directors, to give bond for the faithful performance of his or her duties.

2. President. The President shall be the chief executive officer of the Corporation and shall have general charge and supervision of the business, property and affairs of the Corporation unless otherwise provided by law, the Articles of Incorporation, the By-Laws, or by specific vote of the Board of

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Directors. The President shall preside at all meetings of the Board of Directors at which he or she is present except as otherwise voted by the Board of Directors.

3. Vice President. Any Vice President shall have such du-ties and powers as shall be designated from time to time by the Board of Directors or by the President, and in any case, shall be responsible to and shall report to the President. In the absence or disability of the President, the Vice President, or if there be more than one, the Vice Presidents in the order of their seniority or as otherwise designated by the Board of Directors, shall have the powers and duties of the President.

4. Chairman of the Boar4. The Chairman of the Board, if there be one, shall be a member of the Board of Directors and shall preside at its meetings. He or she shall keep himself or herself informed of the administration of the affairs of the Corporation, shall advise and counsel with the President, and, in the President's absence, with other officers of the Corporation, and shall perform such other duties as may from time to time be assigned to him or her by the Board of Directors.

5. Secretary; Assistant Secretary. The Secretary shall attend all meetings of the Board of Directors and any meetings of any committees of the Board of Directors, and shall record all proceedings thereat in books to be kept therefor, and shall have custody of the Corporation's records, documents and valuable papers. In the absence of the Secretary from any such meeting, the Assistant Secretary, if any, may act as temporary secretary, and shall record the proceedings thereof in the aforesaid books, or a temporary secretary may be chosen by vote of the meeting. The minute books shall be open during business hours to the inspection of any Director.

The Secretary shall keep or cause to be kept in his or her custody written records which shall contain a complete list of all Directors and their addresses for the inspection of the Directors. He or she shall also keep copies of the Articles of Incorporation and amendments thereto and these By-Laws.

Unless the Board of Directors shall otherwise designate, the Secretary or, in his or her absence, the Assistant Secretary, if any, shall have custody of the corporate seal and be responsible for affixing it to such documents as may required to be sealed.

The Secretary shall have such other duties and powers as are commonly incident to the office of a corporate secretary, and such other duties and powers as may be prescribed from time to time by the Board of Directors or by the President.

The Secretary shall notify the Directors of the meetings in accordance with these By-Laws and shall have and may exercise such other powers and duties as the Board of Directors may prescribe.

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Any Assistant Secretary shall have such duties and powers as shall from time to time be designated by the Board of Directors or the secretary, and shall be responsible to and shall report to the Secretary.

6. Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall be in charge of its funds and the disbursements thereof, subject to the President and the Board of Directors, and shall have such duties and powers as are com-monly incident to the office of a corporate treasurer and such other duties and powers as may be prescribed from time to time by the Board of Directors or by the President. If no Controller is elected, the Treasurer shall also have the duties and powers of the Controller as provided in these By-Laws. The Treasurer shall be responsible to and shall report to the Board of Directors, but in the ordinary conduct of the Corporation's business, shall be under supervision of the President.

7. Assistant Treasurer. Any Assistant Treasurer shall have such duties and powers as shall be prescribed from time to time by the Board of Directors or by the Treasurer, and shall be responsible to and shall report to the Treasurer. In the absence or disability of the Treasurer, the Assistant Treasurer or, if there be more than one, the Assistant Treasurers in their order of seniority, or as otherwise designated by the Board of Directors, shall have the powers and duties of the Treasurer.

8. Controller; Assistant Controller. If a Controller is elected, he or she shall be the chief accounting officer of the corporation and shall be in charge of its books of account and accounting records and of its accounting procedures, and shall have such duties and powers as are commonly incident to the office of a corporate controller and such other duties and powers as may be prescribed from time to time by the Board of Directors or by the President. The Controller shall be responsible to and shall report to the Board of Directors, but in the ordinary conduct of the Corporation's business, shall be under the supervision of the President.

Any Assistant Controller shall have such duties and powers as shall be prescribed from time to time by the Board of Directors or by the Controller, and shall be responsible to and shall report to the Controller. In the absence or disability of the Controller, the Assistant Controller or, if there be more than one, Assistant Controllers in their order of seniority or as otherwise designated by the Board of Directors, shall have the powers and duties of the Controller.

9. Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Corporation by delivery thereof to the President, the Secretary, or to a meeting of the Board of Directors.

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10. Removals. The Board of Directors may, by affirmative vote of a majority of the Directors in office, remove from office the President, the Secretary, the Treasurer or any other officer or agent of the Corporation with or without cause, whenever in their judgment the best interest of the Corporation would be served thereby. Any officer may be removed for cause only after reasonable notice and opportunity to be heard.

11. Vacancies. If the office of any member of any committee or any other office becomes vacant, the Board of Directors may elect or appoint a successor or successors by vote of a majority of the Directors then in office. Each successor as an officer shall hold office for the unexpired term and until his or her successor shall be elected or appointed and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified.

12. Compensation. Officers may receive reasonable compensa-tion for their services as such, and the Board of Directors shall have the power and authority, in its exclusive discretion, to contract for and to pay officers compensation for unusual or special services rendered to the Corporation; provided, that any such compensation shall be reasonable and appropriate to the value of the services rendered by the officers.

VI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, OR OTHERS

The Corporation shall indemnify any Director or officer or former Director or officer, or any person who has served at the Corporation's request as a Director, officer or trustee of another corporation, partnership, joint venture, trust or other enterprise (whether for profit or not for profit), against expenses actually or necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of having been such a Director, officer or trustee, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. The right to indemnification set forth herein shall not be exclusive of any other rights to which such Director or officer may be entitled under law, any agreement, vote of the Board of Directors, or otherwise.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise in which this Corporation directly or indirectly owns shares or of which it is a creditor, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article VI.

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For the purposes of this Article VI, references to "the Corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer or trustee of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer or trustee of another corporation, partnership, joint venture; trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he or she would if he or she had served the resulting or surviving corporation in the same capacity.

VII. CONTRACTS AND DEALINGS WITH CERTAIN

OTHER CORPORATIONS OR FIRMS

The Directors and officers of this Corporation may be con-nected with other companies with whom from time to time this Corporation may have business dealings. No contracts or other transactions between this Corporation and any other Corporation or firm, and no acts of this Corporation, shall be affected by the fact that the Directors or officers of this Corporation are pecuniarily or otherwise interested in or are directors or offic-ers of such other Corporation or firm, except to the extent otherwise provided by applicable law. Any Director individually, or any firm of which such Director may be a member, may be a party to or may be pecuniarily or otherwise interested in any contract or transaction of this Corporation, provided that the fact that he or she or such firm or Corporation is so interested shall be disclosed or shall have been known to the Board of Directors prior to the meeting at which, or prior to the Directors executing their written consents by which, action to authorize, ratify or approve such contract or transaction shall be taken; provided, that any applicable law has otherwise been complied with. Any Director of this Corporation may vote upon or give his or her written consent to any contract or other transaction between the Corporation and any affiliated Corporation without regard to the fact that he or she is also a director or officer of such affiliated Corporation. Any contract, transaction, or act on behalf of the Corporation in a matter in which the Directors or officers are personally interested as members, directors, or otherwise shall not be violative of the proscriptions provided by law or set forth in the Articles of Incorporation against the Corporation's use or application of its funds for private benefit. In no event, however, shall any person or other entity dealing with the Directors or officers be obligated to inquire into the authority of the Directors and officers to enter into and consummate any contract, transaction, or other action.

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VIII. EXECUTION OF PAPERS

Except as the Board of Directors may generally or in particular cases authorize or direct the execution thereof in some other manner, all deeds, leases, transfers, contracts, proposals, bonds, notes, checks, drafts, and other obligations made, accepted or endorsed by the Corporation shall be signed or endorsed on behalf of the Corporation by the President or Treasurer, or their designees.

IX. SOURCE AND INVESTMENT OF FUNQE

Funds for the operation of the Corporation and for the furtherance of its objectives and purposes may be derived from grants and allocations from governmental or private agencies or bodies, donations from public and private organizations, as-sociations and individuals, and such other sources as may be ap-proved by the Board of Directors. Except as otherwise provided by law or lawfully directed by any grantor or donor, the Corporation may retain or dispose of all or any part of any real or personal property acquired by it and invest and reinvest any funds held by it according to the judgment of the Board of Directors, without being restricted to the class of investments which fiduciaries are or hereafter may be permitted by law to make.

X. PROHIBITION REGARDING THE USE OF FUNDS AND

DISTRIBUTION OF ASSETS ON DISSOLUTION

No part of the net earnings or receipts of the Corporation shall inure to the benefit of any Director or officer of the Corporation or any private individual, provided, however, that this prohibition shall not prevent the payment to any person of such reasonable compensation for services actually rendered to or for the Corporation in conformity with these By-Laws. No Director or officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. Upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over to such charitable organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine, and upon such terms and in such amounts and proportions as the Board of Directors may impose and determine, to be used by such organizations for such similar or kindred purposes as are set forth in the Articles of Incorporation and any and all amendments thereto.

XI. SEAL

The seal of the Corporation shall, subject to alteration by the Board of Directors, consist of a flat-faced circular die with the name of the Corporation and the year of incorporation cut or engraved thereon. An impression of the seal impressed upon the original copy of these By-Laws shall be deemed conclusively to be the seal adopted by the Board of Directors.

XII. ROOKS AND RECORDS -

The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the members of the Board of Directors and of any committee having the authority of the Board of Directors and shall keep at its registered office or principal office in the District of Columbia a record of the names and addresses of all Directors.

XIII. FISCAL YEAR

The fiscal year of the Corporation shall be from the first day of January through the last day of December.

XIV. AMENDMENTS

The Board of Directors, by a majority vote of Directors at the time in office, may alter, amend or repeal these By-Laws, in whole or in part; provided, that no provision requiring unanimous action by the Directors shall be modified other than with the unanimous approval of the Board of Directors.

EXHIBIT 6

7 . 1 s X0.0 0 0

PEED

In consideration of the amount of Ten Dollars ($10.00) and other valuable consideration, GUNWYN/LANSBURGH LIMITED PARTNERSHIP, (hereinafter called the "Grantor") hereby grants with special warranty and further assurances to LANSBURGH THEATER, INC., a District of Columbia non-profit corporation, in fee simple, the following described land and premises, with improvements, easements and appurtenances thereto belonging, situate in the District of Columbia, namely:

Condominium Unit 3 (hereinafter called the "Condominium Unit") in Lansburgh Complex Condominium (hereinafter called the "Condominium"). The Condominium was constituted and established under the Condominium Act of 1976, D.C. Law (1-89), as amended by the Condominium Act of 1976 Reform Amendment Act of 1990, D.C. Law 8-233, of the District of Columbia by the condominium Declaration recorded May 3, 1991, as Instrument Number 22467 among the Land Records of the Office of the Recorder of Deeds of the District of Columbia (the "Condominium Declaration"), as amended by that Corrective Amendment to the Declaration recorded September 10, 1991 as Instrument Number 45978 in the Office of the Recorder of Deeds, the Condominium By-Laws recorded May 3, 1991, as Instrument Number 22468 in tha Office of the Recorder of Deeds of the District .of Columbia, and by the condominium Plat and Plans recorded in Condominium Book 40 at Page 8 in the Office of the Surveyor of the District of Columbia.

The condominium Declaration allocates to the Condominium Unit an undivided interest (stated as a percentage) in the common elements of the Condominium (hereinafter called the "Percentage Interest"). The Percentage Interest of the condominium Unit is sot forth in Exhibit "B" to the Condominium Declaration, as amended.

As of the Date of this Deed, the Condominium Unit conveyed by this Deed is designated for taxation purposes in the records of the Assessor of the District of Columbia as Taxation and Assessment Lot 2003, Square 431.

This Deed is delivered and accepted subject to the provisions of the condominium Act of 1976, D.C. Law (1-89), as amended by the Condominium Act of 1976 Reform Amendment Act of 1990, D.C. Law 8-233, of the District of Columbia and the provisions of the Condominium Declaration, as amended, the Condominium Plat and Plans and the Condominium By-Laws including, but not limited to, the payment and lien of assessments for the maintenance, repair, replacement and other costs of operation of the Condominium.

GUNWYN/LANSBURGH LIMITED PARTNERSHIP

By: Gunwyn/Lansburgh Development Corpo. s General Partn

By: . Madsen, President

2

1101

7 1'5 'a u 0 o • 0 is

IN TESTIMONY WHEREOF, Grantor has caused this Deed to be signed this ,,,I)e-f-day of =1",..-14, , 1992 by Gunwyn/Lansburgh Development Corporation, its general partner, which has caused this Deed to be signed in its corporate name by Peter E. Madsen, its President, attested by Warren Heilbronner, its Assistant clerk, and its corporate seal to be hereunto affixed; and does hereby constitute and appoint Peter E. Madsen its true and lawful attorney-in-fact, for it and in its name to acknowledge and deliver these presents as its act and deed and the act and deed of the Grantor.

ATTEST:

MCCADNX\

rren He lbronner Assistant Clerk

[CORPORATE SEAL]

COMMONWEALTH OF MASSACHUSETTS;,,:

COUNTY OF SUFFOLK

I, cll., I , a Notary Public in and for the jurisdiction aforesaid, do hereby certify that Peter E. Madsen, who is named as attorney-in-fact for GUNITYN/LANSEURGR LIMITED PARTNERSHIP, a Massachusetts limited partnership, the Grantor in the foregoing and annexed Deed dated lan-e' , 1992, personally appeared before me is

jurisdiction, the said Peter E. Madsen being personally well known to me as the person named as attorney-in-fact in said Deed for Gunwyn/Lansburgh Development Corporation, and by virtue of the power and authority vested in him by the Grantor, acknowledged the Deed to be the act and deed of Gunwyn/Lansburgh Development Corporation and GUNWYN/LANSBURGH LIMITED PARTNERSHIP, and delivered the same as such.

Subscribed and sworn to before me this ‘.7c.g•day of -4 Or-1 , 1992.

My commission expires:

Dm= lie a Hatay Com

tom ¢` assiod

kw 10,1994

EXHIBIT 7

OMB No. 1545-0066

If exempt status ki approved, this application win be open for public Inspection.

roan 1023 (Rev. September 1990)

Department of the Treasury Internal Revenue Service

A Won for Recognition of Exe tion Under Section 501(c)(3) of the Internal Revenue Code

Read the instructions for each Part carefully. A User Fee must be attached to this application.

If the required information and appropriate documents are not submitted along with Form 8718 (with payment of the appropriate User fee), the application may be returned to you.

123I Identification of Applicant

la Full name of organization (as shown in organizing document)

Lansburqh Theater, Inc.

2 Employer identification number (If none, see Instructions.)

06 i 1343527 lb c/o Name (if applicable) 3 Name and telephone number of person to be

contacted if additional information is needed

John K. Graham

(617 ) 338- 2941

lc Address (number, street, and room or suite no.)

450 Seventh. Street, N.W. id City or town, state, and ZIP code

Washington, D.C. 20004 June

4 Month the annual accounting period ends

5 Date incorporated or formed 2/26/92

6 Activity codes (See instructions.)

603 1 7 Check here it applykii: under section:

a 0 501(e) billU 501(f) c 0 501(k)

8 Did the organization previously apply for recognition of exemption under this Code section or under any other

section of the Code? ❑ Yes 2 No If 'Yes," attach an explanation.

9 Has the organization filed Federal income tax returns or exempt organization information returns? 0 Yes 03 No If 'Yes," state the form numbers, years filed, and Internal Revenue office where filed.

10 Check the box for your type of organization. BE SURE TO ATTACH A COMPLETE COPY OF THE CORRESPONDING DOCUMENTS TO THE APPLICATION BEFORE MAILING.

a 2 Corporation— Attach a copy of your Articles of Incorporation, (including amendments and restatements) showing approval by the appropriate State official; also include a copy of your, bylaws.

b D Trust— Attach a copy of your Trust Indenture or Agreement, including all appropriate signatures and dates.

c ❑ Association— Attach a copy of your Articles of Association, Constitution, or other creating document, with a declaration (see instructions) or other evidence the organization was formed by adoption of the document by more than one person; also include a copy of your bylaws.

If you are a corporation or an unincorporated association that has not yet adopted bylaws, check here ► ❑

I declare under the Dena ury that I a < utho to sign this application on behalf of the above organization and that I have examined this application, including the accompanying schedul e and my knowledge it Is true, correct, and complete.

Please k Sign Here

.P.resiclent (nue or authority of signer)

For Paperwork Reduction Act Notice, see page 1 of the instructions.

Complete the Procedural Checklist (page 7 of the instructions) prior to filing.

Form 1023 (Rev. 9-90) Pere 2

Activities and Operational Information

I Provide a detailed narrative description of all the activities of the organization--past, present, and planned. Do not merely refer to or repeat the language In your organizational document. Describe each activity separately in the order of importance. Each description should include, as a minimum, the following: (a) a detailed description of the activity including Its purpose; (b) when the activity was or will be initiated; and (c) where and by whom the activity will be conducted.

See Attachment

2 What are or will be the organization's sources of financial support? List in order of size.

See Attachment

3 Describe the organization's fundraising program, both actual and planned, and explain to what extent it has been put into effect. Include details of fundraising activities such as selective mailings, formation of fundraising committees, use of volunteers or professional fundraisers, etc. Attach representative copies of solicitations for financial support.

See Attachment

Form 1023 (Rev. 9-90) Paw 3

min Activities and Operational Information (Continued)

4 Give the following information about the organization's governing body:

a Names, addresses, and titles of officers, directors, trustees, etc.

See Attachment

b Annual Compensation

c Do any of the above persons serve as members of the governing body by reason of being public officials or being appointed by public officials? ❑ Yes In No If 'Yes,' name those persons and explain the basis of their selection or appointment.

d Are any members of the organization's governing body 'disqualified persons' with respect to the organization (other than by reason of being a member of the governing body) or do any of the members have either a business or family relationship with 'disqualified persons"? (See the specific instructions for line 4d.) . . . . i3 Yes ❑ No If "Yes," explain.

See Attachment

5 Does the organization control or is it controlled by any other organization? • ❑ Yes El No

is the organization the outgrowth of (or successor to) another organization, or does it have a special relationship with another organization by reason of interlocking directorates or other factors? . . . . ...... Yes ❑ No If either of these questions is answered "Yes," explain.

See Attachment

6 Does or will the organization directly or indirectly engage in any of the following transactions with any political organization or other exempt organization (other than 501(cX3) organizations): (a) grants; (b) purchases or sales of assets; (c) rental of facilities or equipment (d) loans or loan guarantees; (e) reimbursement arrangements; (f) performance of services, membership, or fundraising solicitations; or (;)sharing of facilities, equipment, mailing lists or other assets, or paid employees?. . . .. . ....... . . ❑ Yu [3 No If 'Yes," explain fully and identify the other organizations involved.

7 Is the organization financially accountable to any other organization? 1:1 Yes Ea No If "Yes," explain and Identify the other organization. Include details concerning accountability or attach copies of reports if any have been submitted.

Forth 1023 (Rev. 4-90)

Pep 4

Activities and Operational information (Continued)

8 What assets does the organization have that are used in the performance of its exempt function? (Do not include property producing investment income.) If any assets are not fully operational, explain their status, what additional steps remain to be completed, and when such final steps will be taken. If "None," indicate "N/A.'

See Attachment 9a Will any of the organization's facilities or operations be managed by another organization or individual under a

contractual agreement? 0 Yes a No

b Is the organization a party to any leases? 2 Yes 0 No If either of these questions is answered "Yes," attach a copy of the contracts and explain the relationship between the applicant and the other parties.

See Attachment

10 Is the organization a membership organization? 0 Yes M No If "Yes," complete the following:

a Describe the organization's membership requirements, and attach a schedule of membership fees and dues,

b Describe your present and proposed efforts to attract members, and attach a copy of any descriptive literature or promotional material used for this purpose.

c What benefits do (or will) your members receive in exchange for their payment of dues?

11a If the organization provides benefits, services or products, are the recipients required, or will they be required, to pay for them? . . „ ......... . , . . M N/A 0 Yes 0 No If "Yes," explain how the charges are determined, and attach a copy of your current fee schedule.

b Does or will the organization limit its benefits, services or products to specific individuals or classes of individuals? ,1 N/A 0 Yes 0 No If 'Yes,' explain how the recipients or beneficiaries are or will be selected.

12 Does or will the organization attempt to influence legislation' 0-Yes 2 No

If "Yes," explain. Also, give an estimate of the percentage of the organization's time and funds which it devotes or plans to devote to this activity.

13 Does or will the organization intervene in any way in political campaigns, including the publication or distribution of statements' 0 Yes 2 No

If "Yes," explain fully.

Form 1023 (Rev. 9-90) Nee 5

Technical Requirements

1 Are you filing Form 1023 within 15 months from the end of the month in which you were created or fanned? 13 Yes ❑ No If you answer 'Yes," do not answer questions 2 through 6.

2 If one of the exceptions to the 15-month filing requirement shown below applies, check the appropriate box and proceed to question 7.

Exceptions—You are not required to file an exemption application within 15 months if the organization:

❑ (a) Is a church, interchurch organization, local unit of a church, a convention or association of churches, or an Integrated auxiliary of a church;

❑ (b) Is not a private foundation and normally has gross receipts of not more than $5,000 in each tax year; or,

❑ (c) Is a subordinate organization covered by a group exemption letter, but only if the parent or supervisory organization timely submitted a notice covering the subordinate.

3 if you do not meet any of the exceptions in question 2, do you wish to request relief from the 15-month filing requirement? ❑ Yes ❑ No

4 If you answer "Yes" to question 3, please give your reasons for not filing this application within 15 months from the end of the month in which your organization was created or formed. (See the Instructions before completing this Rem)

5 If you answer No to both questions 1 and 3 and do not meet any of the exceptions in question 2, your qualification as a section 501(cX3) organization can be recognized only from the date this application is filed with your key District Director. Therefore, do you want us to consider your application as a request for recognition of exemption as a section 501(cX3)organiration from the date the application is received and not retroactively to the date you were formed? 0 Yes ❑ No

6 If you answer "Yes" to question 5 above and wish to request recognition of section 501(cX4) status for the period beginning with the date you were formed and ending with the date your Form 1023 application was received (the effective date of your section 501(cX3) status), check here 00- ❑ and attach a completed page 1 of Form 1024 to this application.

Fenn 1023 (Rev. 9.90)

pia 6

Technical Requirements (Continued)

7 Is the organization a private foundation? ❑ Yes (Answer question 8.) gl No (Answer question 9 and proceed as instructed.)

8 If you answer "Yes" to question 7, do you claim to be a private operating foundation? ❑ Yes (Complete Schedule E) ❑ No

After answering this question, go to Part IV.

9 If you answer "No" to question 7, indicate the public charity classification you are requesting by checking the box below that most appropriately applies:

THE ORGANIZATION IS NOT A PRIVATE FOUNDATION BECAUSE IT QUALIFIES:

(a) ❑ As a church or a convention or association of churches (CHURCHES MUST COMPLETE SCHEDULE A),

(b) ❑ As a school (MUST COMPLETE SCHEDULE B).

(c) ❑ As a hospital or a cooperative hospital service organization, or a medical research organization operated in conjunction with a hospital (MUST COMPLETE. SCHEDULE C).

(d) ❑ As a governmental unit described in section 170(0)(1).

(e) ❑ As being operated solely for the benefit of, or in connection with, one or more of the organizations described in (a) through (d), (g), (h), or (i) (MUST COMPLETE SCHEDULE 0).

Sections 509(aXl) and 170(bX1XAXi) Sections 509(aX1) and 170(bX1XAXii)

Sections 509(aX1) and 170(bX1XAXiii)

Sections 509(aXl) and 170(bX1)(AXv)

Section 505(aX3) (4) ❑ As being organized and operated exclusively for testing for public

safety. Section 509(aX4)

(g) 0 As being operated for the benefit of a college or university that is Sections 509(aXl) owned or operated by a governmental unit. and 170(bX1XAXiv)

(h) ❑ As receiving a substantial part of its support in the form of contributions from publicly supported organizations, from a Sections 509(aX1) governmental unit, or from the general public. and 170(bX1XAXvi)

(t) ❑ As normally receiving not more than one-third of its support from gross investment income and more than one-third of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions (subject to certain exceptions). Section 509(aX2)

Sections 509(aX1) (J) ❑ We are a publicly supported organization but are not s..ira .ihether we and 170(bX1XAXvi)

meet the public support test of block (h) or block (i). We would like the or

Internal Revenue Service to decide the proper classification. Section 509(aX2)

If you checked one of the boxes (a) through (f) In question 9, go to question 14. If you checked box (g) In question 9, go to questions 11 and 12.

If you checked box (h), (I), or a), go to question 10.

Fotm 1023 (Rev. 9-90)

Page 7

Technical Requirements (Continued)

10 If you checked box (h), (i), or (j) in question 9, have you completed a tax year of at least 8 months?

❑ Yes—Indicate whether you are requesting:

❑ A definitive ruling (Answer questions 11 through 14.) ❑ An advance ruling (Answer questions 11 and 14 and attach 2 Forms 872-C completed and signed.)

❑ No—You must request an advance ruling by completing and signing 2 Forms 872•C and attaching them to your application.

11 If the organization received any unusual grants during any of the tax years shown in Part IV-A, attach a list for each year showing the name of the contributor; the date and the amount of the grant; and a brief description of the nature of the grant.

12 If you are requesting a definitive ruling under section 170(bX1XAXiv) or (vi), check here 10. ❑ and:

a Enter 2% of line 8, column (e) of Part IV-A

b Attach a list showing the name and amount contributed by each person (other than a governmental unit or "publicly supported" organization) whose total gifts, grants, contributions, etc., were more than the amount you entered on line 12a above.

13 If you are requesting a definitive ruling under section 509(aX2), check here ► ❑ and: a For each of the years included on lines 1, 2, and 9 of Part IV-A, attach a list showing the name of and amount received from each

"disqualified person."

b For each of the years included on line 9 of Part IV A, attach a list showing the name of and amount received from each payer (other than a "disqualified person') whose payments to the organization were more than $5,000. For this purpose, "payer" includes, but is not limited to, any organization described in sections 170(bX1XAB through (vi) and any governmental age or bureau.

14 Indicate if your organization is one of the following. If so, complete the required schedule. (Submit only those schedules that apply to your organization. Do not submit blank schedules.)

If "Yes," complete Schedule:

Is the organization a church? . .... . .. . ME

Is the organization, or any part of it, a school' MO

Is the organization, or any part of it, a hospital or medical research organization? . MO

Is the organization a section 509(aX3) supporting organization? . . . . . . IIII

Is the organization an operating foundation? IIIM

Is the organization, or any part of it, a home for the aged or handicapped? IIIII

Is the organization, or any part of it, a child care organization? 11111

Does the organization provide or administer any scholarship benefits, student aid, etc.' PM

Has the organization taken over, or will it take over, the facilities of a "for profit" institution? .

Form 1023 (Rev. 9-90)

Page 8

Financial Data

Complete the financial statements for the current year and for each of the 3 years Immediately before it. If in existence less than 4 years, complete the statements for each year in existence. If In existence less than 1 year, also provide proposed budgets for the 2 years following the current year.

A.—Statement of Revenue and Expenses

Rev

enue

1 Gifts, grants, and contributions received (not including unusual grants—see instructions)

2 Membership fees received

3 Gross investment income (see instructions for definition)

4 Net income from organization's unrelated business activities not included on line 3

5 Tax revenues levied for and either paid to or spent on behalf of the organization . . . .

6 Value of services or facilities furnished by a governmental unit to the organization without charge (not including the value of services or facilities generally furnished the public without charge)

7 Other income (not including gain or loss from sale of capital assets) (attach schedule)

8 Total (add lines 1 through 7)

9 Gross receipts from admissions, sales of merchandise or services, or furnishing of facilities in any activity that is not an unrelated business within the meaning of section 513

10 Total (add lines 8 and 9) .

11 Gain or loss from sale of capital assets (attach schedule) . . .

12 Unusual grants . . .

13 Total revenue (add lines 10 through 12) . . . . . .

Current tax year 3 prior tax years or proposed budget for 2 years

(a) FromYla to-7/31/92

(b) 19 91. Lye 6/30/94

(019 94 ,dye .6/30J95

(d) 19 (6) TOTAL

• a i II a a a a ■11 aft

16,847 172,907 189,181 362,088

16, 847 242,907 259,181 0 08P

16,847 242,907 259,181 5 2,0 8

16,847 242,907 259,181 502,088

in vi ao it

14 Fundraising expenses . . .

15 Contributions, gifts, grants, and similar amounts paid (attach schedule)

16 Disbursements to or for benefit of members (attach schedule)

17 Compensation of officers, directors, and trustees (attach schedule)

18 Other salaries and wages . 9 Interest

20 Occupancy (rent, utilities, etc ) 21 Depreciation and depletion 22 Other (attach schedule)

23 Total expenses (add lines 14 through 22)

// /// i 7/

/ , , / i

, .,/ ,,,, ,f/f

/ / //

f/i/f// ' /// / fff ,/

18 379 287 332 245 555 7 ,

6 861 88 095 •4 262

2_5,240 375,427

/

339,817 ,

7 ,

raw 1023 (Rey. 9-90)

Pip 9

Financial Data (Continued)

B.—Balance Sheet (at the end of the period shown) Currant tax yow

pe..7/4/22.-

1

Assets

Cash

2 Accounts receivable, net 2

3 Inventories 3

4 Bonds and notes receivable (attach schedule) 4

5 Corporate stocks (attach schedule) 5

6 Mortgage loans (attach schedule) 6

7 Other investments (attach schedule) 7

8 Depreciable depletable S rittasChlre.nt • 8 5,043,231 and assets (attach schedule) . .

9 Land 680,400

10 • ..... Other assets (attach schedule) • • 10

11 Total assets (add lines 1 through 10) 11 5023,631

Liabilities

12 Accounts payable 12

13 Contributions, gifts, grants, etc., payable 13

14 Mortgages and notes payable (attach schedule) 14

15 Other liabilities (attach schedule) 15

16 Total liabilities (add lines 12 through 15) 16 0

Fund Balances or Net Assets

17 Total fund balances or net assets . .. . .............. 17 5,723,631

18 Total liabilities and fund balances or net assets (add line 16 and line 17) 18 5,723,631 if there has been any substantial change in any aspect of your financial activities since the end of the period shown above, check the box and attach a detailed explanation •. ❑

Form 1023 (Rev. 9-90) Pow 19

Schedule D.—Section 509(a)(3) Supporting Organization

1a Organizations supported by the applicant organization: b Has the supported organization received a ruling

or determination letter that it Is not a private foundation by reason of section 509(aXl) or (2)? Name and address of supported organization

the Shakespeare Theatre at the Folger Library 450 Seventh Street, N.W. Yes ■ No

'gashing-ton, D.C. 20004 12 Yes 0 No

■ Yes ■ No

■ Yes ■ No

❑ No ■ Yes

c If 'No' for any of the organizations listed in la, explain.

2 Does the organization you support have tax-exempt status under section 501(cX4), 501(cX5), or 501(cX6)? ❑ Yes El No

If 'Yes,' attach: (a) a copy of its ruling or determination letter, and (b) an analysis of its revenue for the current year and the preceding three years. (Provide the financial data using the formats in Part IV-A (lines 1-13) and Part 111 (questions 11,12, and 13).)

3 Does your governing document indicate that the majority of your governing board is elected or appointed by the supported organizations? , ❑ Yes

If "Yes," skip to question 9. If "No," you must answer questions 4 through 9.

4 Does your governing document indicate the common supervision or control that you and the supported organizations share? . . . . . . . . . . ............ . . . 0 Yes ❑ No

If "Yes,' give the article and paragraph numbers. If "No," explain.

See Attachment

5 To what extent do the supported organizations have a significant voice in your investment policies in the making and timing of grants, and in otherwise directing the use of your income or assets?

See Attachment

6 Does the mentioning of the supported organizations in your governing instrument make you a trust that the supported organizations can enforce under state law and compel to make an accounting? ❑ Yes

If 'Yes,' explain.

3 No

7a What percentage of your income do you pay to each supported organization?

See Attachment.

b What is the total annual income of each supported organization?

See Attachment.

c How much do you contribute annually to each supported organization?

See Attachment.

2 No

For more Information, see back of Schedule D.

Form 1023 (Rev. 9-90) Page 20

Schedule D.—Section 509(a)(3) Supporting Organization (Continued) 8 To what extent do you conduct activities that would otherwise be carried on by the supported organizations? Explain why these

activities would otherwise be carried on by the supported organizations.

See Attachment.

9 Is the applicant organization controlled directly cr indirectly by one or more "disqualified persons" (other than one who is a disqualified person solely because he or she is a manager) or by an organization which is not described in section 509(aX1) or (2)7 ❑ Yes

If 'Yes," explain.

No

Instructions For an explanation of the types of organizations defined in section 509(a)(3) as being excluded from the definition of a private foundation, see Publication 557, Chapter 3. Line 1.—List each organization that is supported by your organization and indicate in item lb if the supported organization has received a letter recognizing exempt status as a section 501(c)(3) public charity as defined in section 509(a)(1) or 509(a)(2).

If you answer "No" in lb to any of the listed organizations, please explain in lc. Line 3.—Your governing document may be articles of incorporation, articles of association, constitution, trust indenture, or trust agreement. Line 9.--For a definition of a "disqualified person," see specific instructions for Part II, line 4d, on page 3 of the application's instructions.

Attachment to Form 1023

LANSBURGH THEATER, INC. 450 Seventh Street, N.W. Washington, DC 20004

EIN: 06-1343527

Part II. - Activities and Operational Information

1. Narrative Description of Activities

Lansburgh Theater, Inc. (the "Organization"), for which

this Application is submitted is a charitable corporation which

has been organized under the District of Columbia Nonprofit

Corporation Act. The initial Board of Directors consists of

Graham Gund, Michael M. Davis and Jessica T. Andrews, a

representative of The Shakespeare Theatre at the Folger Libr

which is a public charity (together with any successor therel

the "Shakespeare Theatre"). The organization has been forme

further the charitable purposes of the Shakespeare Theatre.

Shakespeare Theatre's activities consist of promoting and

fostering the dramatic arts, principally through the staging

theatrical productions, which is clearly an exempt purpose.

e.g., Rev. Rul. 64-175, 1964-1 (Part I) C.B. 185. At all times,

at least one member of the Board of Directors of the Organization

will be appointed by the Shakespeare Theatre. The Organization is

intended to qualify under §501(c)(3) of the Internal Revenue Code

as a charitable organization, and under S509(a)(3) of the Code as

a support organization which is not a private foundation.

The Organization's activities consist of owning a 450 seat

Theater located on E Street between 7th and 8th Streets, N.W., in

-2-

Washington, D.C., and making this theater, and related supportive

facilities and services, available to the Shakespeare Theatre for

a charge which is substantially less than the rate which the

Shakespeare Theatre would be obliged to pay to a for-profit

commercial landlord. The Shakespeare Theatre is entitled to use

and occupy the Organization's theater facility under a lease

arrangement which became effective in February of 1992 and which

calls for base rent of $1 per year, with a certain amount of

supplemental rent being payable (i) out of bookings income, if

any, realized by the. Shakespeare Theatre from subleases, booking,

or event rentals of the theater, and (ii) if the number of seats

sold by the Shakespeare Theatre,-or the amount of concessions

income realized by the Shakespeare Theatre, exceeds certain

thresholds. See Question 9b. It is not clear whether any

reimbursements will ever be received by the Organization under the

supplemental rent provisions of the lease, and even if any such

amounts were received,-they would not be sufficient to offset

fully the Organization's costs in connection with owning and

operating the theater. The lease also requires that the

Organization contribute $70,000 per year to a capital reserve fund

to fund capital expenditures to be made with respect to the

theater property over the term of the lease. Under the lease

arrangement, the Organization does not expect ever to realize a

net profit from its operation of the theater.

An activity which is not inherently charitable may still be

charitable if it furthers a charitable purpose. See Rev. Ril. 67-

4, 1967-1 C.B. 121 (publication of scientific journal qualified as

-3-

charitable due to the manner in which the activity was conducted).

The same is true of the rental of property, as long as the rental

activity is conducted in a manner which supports a charitable

purpose. See Rev. Rul 69-572, 1969-2 C.B. 119, in which the

rental of office space to exempt organizations on a subsidized

basis was held to be a charitable activity. In that ruling, as in

this case, there was a close connection between the supporting

organization and the exempt organizations, the rental rates

charged were substantially below their fair rental value, and the

supporting organization did not operate with the intention of

making a net profit on the rental activity. Accordingly, the

ruling holds that the organization there involved was dedicated to

carrying out the charitable endeavors of the exempt organizations

it supported.

For the same reasons, the Organization which is the subject

of this application is dedicated to carrying out the charitable

endeavors of the Shakespeare Theatre, and therefore its activities

further a charitable purpose.

2. Sources of Financial Support.

The sources of financial support are expected to consist

of (i) gifts, grants and contributions (including the initial

grant in kind of the theater facility), and (ii) partial

reimbursements from. the Shakespeare Theatre under the lease.

-4-

3. Fund-Raising Program.

No formal fund-raising program is, at present, planned.

It is expected that the Directors will make informal direct

contact with prospects that they believe may be interested in

supporting the work of the Organization. No brochures or other

formal written solicitations of support have been prepared.

4. Governing Body

Directors

Address Compensation

Graham Gund 47 Thorndike Street $0 Cambridge, MA 02141

Jessica T. Andrews 301 E. Capitol St., N.W. 0 Washington, D.C. 20003

Michael M. Davis 47 Chatham Road 0 Newton Highlands, MA 02161

4d. Disqualified Persons.

Graham Gund is a disqualified person with respect to the

Organization, by virtue of being a partner in a partnership which

is a "substantial contributor" to the Organization.

5. Control by Other Organizations.

The Organization has a special relationship with The

Shakespeare Theatre at the Folger Library, a public charity (the

"Shakespeare Theatre"), which occupies and uses the theater

premises for the purpose of staging theatrical productions. The

special relationship between the two organizations exists because

the Organization is a supporting organization with respect to the

Shakespeare Theatre, and at all times at least one member of the

Board of Directors of the Organization must be a person appointed

by the officers, directors, trustees or membership of the

Shakespeare Theatre (or any successor supported organization).

8. Exempt Purpose Assets.

The Organization owns real property consisting of a 450

seat theater comprising Unit 3 at the Lansburgh Complex

Condominium, located on E Street between 7th and 8th Streets,

N.W., Washington, D.C.

9b. Leases.

The Organization has entered into a lease of the theater

property it owns with The Shakespeare Theatre at the Folger

Library, a public charity (the "Shakespeare Theatre"), which

occupies and uses the theater premises for the purpose of staging

theatrical productions. A copy of the lease is attached to this

application. The Organization is a supporting organization with

respect to the Shakespeare Theatre, and at all times at least one

member of the Board of Directors of the Organization must be a

person appointed by the officers, directors, trustees or

membership of the Shakespeare Theatre (or any successor supported

organization).

-6-

Part IV. - Financial Information.

A. - Statement of Revenues and Expenses.

22. Other Expenses.

7/31/92 6/30/94 6/30/95 Expense

Custodial $ 2,03.1 $26,073 $27,898

Electricity 1,611 20,681 22,129

Water & Sewer 396 5,080 5,435

Garage 1,333 17,120 18,318

Repairs 380 4,884 5,226

Maintenance 462 5,938 6,353

Other 648 8,319 8„903

Totals $ 6,861 $88,095 $94,262

B. - Balance Sheet.

8. Depreciable Assets.

Building

Equipment

Total

$4,446,425

596.806

$5,043,231

Schedule D. - Section 509(a)(1) Supporting Organization

4. Common Supervision and Control.

The Organization is operated in connection with the

supported organization (the Shakespeare Theatre) within the

meaning of Reg. §§ 1.509(a)-4(f)(2)(iii) and 1.509(a)-4(i), and

meets the "integral part test" and the "responsiveness test".

Accordingly, it is not necessary for there to be common

-7-

supervision or control, other than as required by the integral

part test and the responsiveness test. Article EIGHTH of the

Organization's Articles of Incorporation provides that at all

times a representative of the supported organization will be on

the Organization's board of directors.

5. Responsiveness Test.

The Organization's Articles of Organization provide that

at least one of the directors of the Organization must at all

times be a person appointed by the officers directors, trustees

or membership of the organization for the benefit of which the

organization conducts its activities. In addition, one of the

members of the Board of Directors of the Organization is the

Managing Director of the Shakespeare Theatre. As a result, the

Shakespeare Theatre has a significant voice in the policy

formation and decision making processes of the Organization.

7a. Percentage of Income Paid to Supported Organization.

To the extent that the Organization realizes income as a

result of its activities in excess of that necessary to pay

operating expenses of the theater, it is expected that 100 percent

of that income will be spent for the benefit of the Shakespeare

Theatre, either through direct grants or through expenditures

which improve, maintain, or otherwise directly benefit the theater

property which the Shakespeare Theatre occupies on a subsidized

basis.

-8-

7b. Total Annual Income of Supported Organization.

The Shakespeare Theatre's annual income from all

sources, including gifts and grants, is approximately $5,500,000.

7c. Annual Contribution to Supported Organization.

As stated above in response to Question 7a, the

Organization expects to expend 100 percent of its net income, if

any, to or for the benefit of the Shakespeare Theatre. In

addition, as set forth above, the Organization provides premises

which are integral to the exempt purposes of the supported

organization on a subsidized basis. The measure of the subsidy is

not easy to quantify, but it is estimated to be substantial.

9. Conduct of Activities Otherwise Carried on by Supported

Organization.

The Shakespeare Theatre is a theater company engag(

the production and staging of theatrical performances. As w:

any theater company, it is essential to the successful conduc

the Shakespeare Theatre's activities that it have access to

adequate theater premises. Accordingly, among the usual

activities carried on by theater companies such as the Shake:

Theatre are the ownership or leasing of theater property, and if

it were not for the involvement of the Organization, the

Shakespeare Theatre would be required to make other arrangements

regarding a location for its performances. Thus, the

Organization, by making theater space available to the Shakespeare

Theatre on a subsidized basis, maintains a significant involvement

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in the operations of the Shakespeare Theatre, and the Shakespeare

Theatre, in turn, is dependent upon the Organization for the type

of support (subsidized theater space) which the Organization

provides.

EXHIBIT 8

LEASE AGREEMENT

LEASE AGREEMENT (this "Lease") dated as of September 2007, by and between LANSBURGH THEATER, INC., a Delaware not-for-profit corporation, ("Landlord") and the SHAKESPEARE THEATRE COMPANY, a District of Columbia not-for-profit corporation, ("Tenant").

SECTION 1. CERTAIN DEFINITIONS

The following terms used in this Lease have the meanings set forth in this Section:

"Additional Extended Term" is defined in Section 3(d).

"Additional Rent" is defined in Section 4(d)

"Association" means the Lansburgh Complex Condominium Association.

"Base Rent" is defined in Section 4(b).

"Building" means the building known as "The Lansburgh," located on E Street between 7th and 8th Streets, N.W., Washington, D.C., of which the Leased Premises is a part.

"Commencement Date" means the date of this Lease.

"Common Areas" mean the common areas of the Condominium, as they may, froin time to time, exist, excluding any Common Areas relating exclusively to residential portions of the Building.

"Condominium" means the Lansburgh Complex Condominium.

"Condominium Documents" mean (collectively) The Declaration of Lansburgh Complex Condominium dated April 18, 1991 and recorded in the Office of the Recorder of Deeds of the District of Columbia (the "Registry") as Instrument No. 910022467 on May 3, 1991 as amended by Corrective Amendment to the Declaration dated September 7, 1991 recorded in the Registry as Instrument No. 910045978 on September 10, 1991, the Plat of Condominium Subdivision recorded in the Office of the Surveyor of the District of Columbia in Condominium Book 40, Page 8, and the By-Laws of Lansburgh Complex Condominium Association, Inc. recorded in the Registry as Instrument No. 910022468 on May 3, 1991.

"Covenant Agreement" is defined in Section 6(a). .

'Default Rate" is the rate from time to time published in the Eastern Edition of The Wall Street Journal as the "prime rate", or if such rate is no longer published, the rate from time to time announced by the largest commercial bank (in terms of total deposits) having its principal banking office in Boston, Massachusetts as the rate of interest charged on 90-day unsecured loans to its largest and most creditworthy commercial borrowers.

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"Initial Term" is defined in Section 3(a).

"Leased Premises" means Unit 3 at the Condominium, comprised of a theater in the Building containing approximately 450 seats, as more particularly described on Exhibit B to this Lease, but excluding exterior faces of exterior walls, the common stairways, stairwells, escalators, elevators and elevator shafts, pipes, ducts, conduits, wires and appurtenant fixtures serving the Leased Premises in common with other parts of the Building.

"Management Company" means Charles E. Smith Management, Inc., 2345 Crystal Drive, Arlington, Virginia 22202, or such other entity as shall be designated as such by Landlord from time to time.

"Notice Date" is defined hi Section 4(b).

"Landlord" means Lansburgh Theater, Inc., a Delaware not-for-profit corporation.

"PADC" means the Pennsylvania Avenue Development Corporation, its successors and assigns.

"Partnership" means Gunwyn/Lansburgh Limited Partnership, a Massachusetts limited partnership.

"Property" shall mean the tract, piece or parcel of land located in Washington, D.C., on which the Building is located. The legal description of the Property is attached to this Lease as Exhibit A.

"Reserve Account" is defined in Section 4(c).

"Season" means a period beginning on August 1 in each calendar year and ending on July 31 of the following calendar year. A specific Season may be referred to in this Lease by reference to the calendar years in which the Season begins and ends; for example, the Season beginning on August 1, 2006 and ending on July 31, 2007 may be referred to as the 2006/07 Season.

"Tenant" means The Shakespeare Theatre Company, a District of Columbia not-for-profit corporation.

SECTION 2. LEASE OF PREMISES

Landlord, for and in consideration of the rents, covenants, and agreements of Tenant provided for in this Lease, hereby leases to Tenant, and Tenant hereby leases and takes from Landlord, upon the terms and conditions of this Lease, for the term hereinafter set forth, the Leased Premises.

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Tenant shall have, as appurtenant to the Leased Premises, the right to use the Common Areas in common with others entitled thereto, subject to the terms and conditions of the Condominium Documents and reasonable rules of general applicability to unit owners and tenants of the Building, from time to time, of which Tenant is given prior written notice.

Landlord shall, at all times, have the right and privilege of voting its interest in the Condominium in favor of any changes, rearrangements, additions or reductions in and to the Common Areas or the operation of the Association, from time to time, which Landlord shall determine desirable and in the best interest of the Leased Premises or the Building or the Property or necessary as a result of any Federal or District of Columbia environmental or zoning or other law, rule, regulation, guideline, judgment, ordinance or order, including but not limited to, the location, relocation, enlargement, reduction or addition of driveways, malls, entrances, exits, automobile parking spaces, employee and customer parking areas and direction and flow of traffic and establishment of prohibited areas, landscaped areas, and any and all other Common Areas. Landlord (and others entitled to) may, from time to time, make, anywhere within the Building or the Property, alterations, reductions, or additions to the Common Areas or other property on the Property or any lands added thereto, construct additional buildings or improvements on the Common Areas or elgewhere and make alterations thereto, construct additional stories on any buildings, construct multi-level or elevated or underground parking facilities, and construct roofs, walls, and any other improvements over, or in connection with any part or all of the Common Areas in order to enclose the same. Landlord shall, however, use all reasonable efforts, to the extent practical, to avoid any change to the Common Areas having a material adverse affect on the general visibility of or access to the Leased Premises or which otherwise shall materially interfere with Tenant's operations, unless any such change shall be required by reason of any Federal or District of Columbia law, rule, regulation, guideline, ordinance, judgment or order. In furtherance of the foregoing, Landlord shall, in any vote of the Association, vote against any proposed change in the Common Areas (and shall not, without good faith justification, otherwise vote to modify the Condominium Documents or to change the rules and regulations of the Association in a fashion) having a materially adverse affect on the general visibility of or access to the Leased Premises or which otherwise shall materially interfere with Tenant's operations; and to give Tenant the opportunity to demonstrate to Landlord the materially adverse affect or interference which would be caused by any such change. Landlord confirms that it intends (if practical) to give Tenant advance notice of any proposed change in Common Areas or the rules and regulations of the Association which could affect Tenant, although if the failure to give such notice is due to oversight, such failure shall not be deemed a default of Landlord nor render Landlord liable to Tenant hereunder or otherwise affect any of the rights or obligations of either Landlord or Tenant hereunder,

Landlord, the Partnership and/or the Association may, at any time and from time to time, exclude and restrain any person from use or occupancy of the Common Areas, excepting, however, Tenant and its licensees and bona fide invitees of either Landlord or Tenant who make use of such Common Areas for their intended purposes and in accordance with this Lease and the rules and regulations established by Landlord or the Association from time to time with respect thereto. The rights of Tenant in and to the Common Areas shall at all times be subject to the rights of others to use the same in common with Tenant and it shall be the duty of Tenant to keep all of the Common Areas free and clear of any obstructions created or permitted by Tenant or

(B05g7750; 41

resulting from Tenant's operations. Landlord, the Partnership and/or the Association may, at any time and from time to time, close all or any portion of the Common Areas to make repairs or changes or to such extent as may, in the opinion of Landlord, the Partnership or the Association, be necessary to prevent a dedication thereof or the accrual of any right to any person or to the public therein and to do and perform such other acts in and to the Common Areas as, in the exercise of good business judgment; Landlord, the Partnership and/or the Association shall determine advisable, with a view to the convenience and use of the Common Areas by unit owners, tenants, their employees, invitees, and customers.

SECTION 3. TERM

(a) Term. The term of this Lease shall commence as of August 1, 2006, and end on July 31, 2011, the last day of the 2010/11 Season. Landlord and Tenant agree that the term of the prior lease (the "Prior Lease") between them with respect to the Leased Premises was extended through July 31, 2006.

(b) Surrender of Leased Premises at Expiration of the Term. Upon the expiration of this Lease, Tenant shall peacefully surrender to Landlord possession of the Leased Premises, together with any alterations, additions or improvements located on or in the Leased Premises (excluding however Tenant's personal property) and any of the Landlord-purchased personalty as Landlord shall elect to have surrendered.

SECTION 4. RENTS AND OTHER CHARGES

(a) Place of Payments. All rents and other charges payable by Tenant under this Section 4 shall be paid to Landlord or its agents, to the Management Company, or at any other place designated by Landlord from time to time by written notice to Tenant.

(b) Base Rent. Within thirty (30) days after the execution of this Lease, Tenant agrees to pay Landlord Base Rent of $70,000 for the 2005/2006 Season, due under the Prior Lease, and $70,000 for the 2006/2007 Season. Base Rent of $70,000 per annum shall be payable in advance within thirty (30) days after the beginning of each Season during the remainder of the term.

(c) Reserve Account. Landlord shall contribute all Base Rent, whenever received, to a separate bank account (the "Reserve Account") held and controlled by Landlord in trust for the benefit of the Leased Premises. The Reserve Account, including all earnings thereon, shall be applied from time to time to such projects as Landlord shall determine, in its reasonable discretion, following consultation with Tenant, are necessary or appropriate to enhance the Leased Premises as, or to undertake maintenance and repair appropriate to keep the Leased Premises in proper condition for, a high quality theater for the performing and visual arts.

(d) Additional Rent. Tenant shall pay and discharge during the term hereof all amounts, liabilities, and obligations (other than Base Rent) which Tenant assumes or agrees to pay or discharge pursuant to this Lease (including, without limitation, all expenses to be paid by Tenant pursuant to Section 7(a) of this Lease), such amounts being "Additional Rent".

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(e) Compliance with Covenant Agreement. Landlord covenants and agrees with Tenant to comply with Landlord's obligations to the PADC under Section 2(c) of the Covenant Agreement, to the extent the obligations of Landlord thereunder remain in effect. Landlord and Tenant confirm that, in addition to Landlord's obligations under Section 4(c) hereof, such Section 2(c) requires the Leased Premises (during the period the Covenant Agreement remains enforceable) to be net leased at minimal base rents that are just sufficient to pay for the operating and utility costs of the Leased Premises and that the rental and other terms and conditions of this Lease (including Section 4(c)) have been structured by Landlord and Tenant to effectuate Landlord's obligations contained in such Section 2(c), but should Landlord require any modification of this Lease to further the requirements of the Covenant Agreement, Tenant shall promptly agree to such modification, provided any such modification shall not materially increase Tenant's obligations hereunder.

SECTION 5. CONSTRUCTION, IMPROVEMENTS, AND ALTERATIONS

(a) Ownership. All alterations, replacements, changes, additions, improvements, and appurtenances made in or on the Leased Premises pursuant to the terms of this Lease, or which may be erected, installed, or affixed on or in the Leased Premises during the term of this Lease, are and shall be deemed to be and immediately become part of the realty and the sole and absolute property of Landlord. The foregoing shall not apply to Tenant's personal property which may be located at the Leased Premises and as to which title shall (subject to Section 6(e)) remain vested in Tenant.

(b) Alterations and Improvements by Tenant. Except as hereinafter provided, Tenant shall not make any alterations, changes, replacements or improvements (including, but not limited to, the making of any holes in any walls, partitions, ceilings or floors) in or to the Leased Premises. Subject to Landlord's prior written approval (and specifically subject to the following provisions of this Section 5(b)), Tenant may, at its sole expense, make non-structural alterations and improvements (including the installation of partitions, fixtures and equipment) to the Leased Premises. No consent of Landlord shall be required with respect to the hanging of properly affixed art work. All work to be performed in or to the Leased Premises by Tenant shall (i) be performed in a good and workmanlike manner either by qualified staff of Tenant or by contractors approved in advance by Landlord, in compliance with any insurance requirements established, from time to time, by Landlord therefor, and in compliance with the Condominium Documents and with all applicable zoning, building, fire, health and other codes, regulations, ordinances and laws, (ii) be performed pursuant to plans approved in advance by Landlord and the Association, (iii) be made at Tenant's sole cost and expense (except for items purchased with funds of Landlord pursuant to Section 4(c)) and at such times and in such a manner as Landlord may from time to time designate, and (iv) become part of the Leased Premises and the property of Landlord, Tenant shall pay promptly when due the entire cost of any work to the Leased Premises so that the Leased Premises shall at all times be free of liens for labor and materials and, at Landlord's request, Tenant shall furnish to Landlord a bond or other security acceptable to Landlord and waiver(s) of liens from all of Tenant's contractors and subcontractors assuring that any such work shall be completed in accordance with the plans and specifications approved by Landlord therefor and assuring that the Leased Premises will remain free of any mechanics'

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lien or other encumbrances that may otherwise arise out of such work. In addition, Tenant shall indemnify and hold Landlord harmless from and against all injury, loss, claims or damage to any person or property occasioned by or growing out of such work except to the extent due to Landlord's negligence (in either case, however, subject to the waiver contained in the last paragraph of Section 10(a)). Whenever and as often as any mechanic's or materialmen's lien shall have been filed against the Property based upon any act of Tenant or of anyone claiming through Tenant, Tenant shall forthwith take such action by bonding, deposit or payment as will remove or satisfy the lien.

Tenant shall not change the color of paint or other covering or decoration on any part of the interior or exterior of the Leased Premises or change any architectural treatment thereof, or install or place, for any extended period or on any indeterminate or long-term basis, any furniture, furnishings, fixtures or other property in any public areas of the Leased Premises without obtaining Landlord's prior written approval therefor which approval may be withheld in Landlord's sole discretion. Tenant shall remove promptly, at Landlord's request, any paint or any such decoration or furniture, furnishings, fixture or other property which has been so applied, placed or installed without Landlord's prior written approval or take such other action with reference thereto as Landlord may direct.

In addition, Tenant shall not paint or place any signs, curtains, blinds, shades, awnings, aerials or the like, visible from the outside of the Leased Premises or the Building, without Landlord's prior written consent therefor which consent may be withheld in Landlord's sole discretion. Notwithstanding the foregoing, Tenant may place tasteful advertising in the display cases to be installed by Landlord, and Tenant shall be entitled to use the theater marquee to place appropriate signage.

Tenant shall install and maintain, at Tenant's sole cost and expense, any sign, decoration, lettering, advertising matter or other thing as Landlord shall approve, in good condition and repair at all times. Notwithstanding anything contained herein to the contrary, all signage rights of the Tenant are subject to and must comply with the Condominium Documents and with all applicable governmental 'zoning regulations and all Federal and District of Columbia laws, codes, regulations and ordinances. In addition, all signs shall relate solely to the permitted use pursuant to Section 6(a) hereof.

Notwithstanding any of the foregoing to the contrary, Landlord's prior approval Shall not be required with respect to sets and set designs, whether solely on-stage or extended from the stage area, used by Tenant or its subtenants or licensees for performances at the Leased Premises.

(c) Removal and Repair of Damage. Prior to the expiration of this Lease, Tenant shall not remove any alterations or improvements (including any partitions and fixtures) installed by Tenant in the Leased Premises, unless approved in advance in-writing by Landlord, the foregoing not to preclude Tenant from removing, at any time, its personal property. In the event that Tenant is permitted to so remove any such alterations or improvements, Tenant shall promptly repair and restore the Leased Premises to their original condition, except for ordinary wear and tear, and repair any damage to the Leased Premises resulting from the installation or removal by

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Tenant of any alterations or improvements. The removal of any alterations or improvements and the restoration of the Leased Premises pursuant to this Section 5(c) shall be at Tenant's sole cost and expense.

SECTION 6. TENANT'S USE OF LEASED PREMISES

(a) Use. Tenant shall use and occupy the Leased Premises during the term of this Lease solely as a high quality live theater, as an integral part of the Harman Center for the Arts, or the presentation of theatrical, musical, dance and other live performances, and as an ancillary use, for exhibits, meetings, films, concerts, and lectures, and such other activities as are usual and customary from time to time for performing arts theaters or are approved by Landlord. Landlord acknowledges that the Harman Center for the Arts will consist of two performance venues, the Lansburgh Theater and Harman Hall, located at 650 F Street, N.W., Washington, D.C. Tenant shall present theatrical performances of the Shakespeare Theatre Company in both venues at such times and for such durations as Tenant, in its sole discretion, determines meets its artistic and economic purposes and needs, and shall license the use of the Leased Premises to other performing arts organizations and other licensees in order to achieve the purposes of the Harman Center for the Arts, all subject to the remaining provisions of this Section 6. Tenant's and its licensees' use of the Leased Premises shall comply in all respects with (x) the terms and conditions of that certain Covenant Agreement dated April 8, 1988, between the Partnership and the PADC, as the same may be amended from time to time (as so amended, the "Covenant Agreement"), during the period Landlord's obligations under such Covenant Agreement shall remain in effect, (y) the Condominium Documents, and (z) all applicable laws, rules and regulations, and the Tenant shall obtain all necessary permits and approvals therefor (including, without limitation, a public hall license from the Department of Consumer and Regulatory Affairs) and Tenant shall indemnify Landlord and hold it harmless from and against any loss, cost, damage or expense arising out of its failure to comply with the foregoing. Further, Tenant's and its licensees' use of the Leased Premises shall conform to the requirements of the District of Columbia Code Section 47-1002(19), as it may be from time to time amended, or any replacement or substitute section, meaning, inter alias that the Leased Premises shall be open to the public, generally, and for admission to which charges may be made to cover the cost of expenses. Tenant shall not create or suffer to exist any nuisance at the Leased Premises. Tenant shall use the Leased Premises for the on-going production of and rehearsal (and other pre-production or related performance activity) for, productions of the Shakespeare Theater Company and other performing arts organizations consistent, in quality and variety, with, its operations under the Prior Lease, provided however if Tenant fails to use the Leased Premises as required by this sentence then Landlord shall have the right (but not the obligation) to terminate this Lease upon written notice to Tenant, Landlord agreeing however that if such termination occurs solely by reason of failure to comply with the provisions of this sentence only, then such right of termination shall be Landlord's sole remedy for such breach of covenant. Tenant shall use all reasonable efforts during the term hereof to present performances at the Leased Premises by third party performing arts organizations at such time as the Leased Premises can accommodate use by The Shakespeare Theatre as well as the third party's use and in general to maximize the number of performances held at the Leased Premises whether by The Shakespeare Theatre or another performing arts organization, and to maximize use for events qualifying as permitted ancillary uses when use is not required for performing arts purposes. Tenant shall

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refer to the Leased Premises as "The Lansburgh" or "The Lansburgh Theater" (or such other name as Landlord shall from time to time elect) during the term of this Lease and, without limiting the generality of the foregoing, shall refer to the Leased Premises as such in any advertisement by the Tenant concerning the Leased Premises in any form of media. Tenant shall affix the letters "SM" or "'"^" after the marks "The Lansburgh" or "The Lansburgh Theater" and Tenant shall use its best efforts, where practical, to provide notice in all advertisements that "The Lansburgh" and "The Lansburgh Theater" are service marks of Landlord for its performing arts theater.

Landlord hereby grants Tenant the non-exclusive right during the term of this Lease to use the trade names or service marks "The Lansburgh" and "The Lansburgh Theater" in connection with the marketing of Tenant's and its licensees' productions at the Leased Premises. Subject to Landlord's prior approval, Tenant shall have the right to use such trade name(s) or service mark(s) in connection with the advertising of articles sold by Tenant pursuant to this Lease. Tenant hereby grants to Landlord the non-exclusive right during the term of this Lease to use the service mark and/or trade name "The Shakespeare Theatre Company" in connection with the marketing and production of the Building, subject to the reasonable prior approval of Tenant.

The service mark(s) and/or tradename(s) "The Lansburgh" and "The Lansburgh Theater" are the property of Landlord, Tenant agrees not to use or to authorize third parties to use such service mark(s) or trade name(s) or any combination thereof, with or without any other word or words, as part of its corporate name, or for the purpose of advertising its business, without the prior written consent of Landlord. Consent need not be obtained in each instance of use but may be effected by general consent for a marketing plan or other conceptual purposes. On the termination of this Lease, or on the request of Landlord, Tenant shall immediately and completely discontinue all use of such service marks and trade names. The parties expressly agree that Tenant shall not have any right, title or interest in the service marks and trade names described herein, except only the right to use such service marks and trade names in connection with the activities of Tenant described herein. Nothing contained in this Lease shall be construed to grant or assign to Tenant any additional right, title or interest in such service marks and trade names, except such limited right to use such service marks and trade names.

(b) Illegal Uses Prohibited. Tenant shall not use the Leased Premises for any illegal purposes or in any manner that creates any nuisance or trespass.

(c) Rules and Regulations. Tenant shall use the Leased Premises in accordance with reasonable rules and regulations applicable to the Building generally, including, without limitation, the rules and regulations attached to this Lease as Exhibit D.

(d) Landlord's Access and Use. Tenant shall permit Landlord and Landlord's representatives to enter upon the Leased Premises at all reasonable times for the purposes of inspection, making additions, alterations, repairs or replacements in or to the Leased Premises, or exhibiting the same. Landlord shall also be entitled to use the Leased Premises for various ' receptions, meetings, forums and addresses at times when such use will not interfere with the use of the Leased Premises by the Tenant, its subtenants or licensees for the purposes permitted hereunder. Landlord shall give Tenant reasonable advance notice of its intention to use the

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Leased Premises as aforesaid and Tenant shall use reasonable efforts (which reasonable efforts shall not require Tenant to incur any material unreimbursed expenses) to accommodate such use. If Landlord shall so use the Tenant, it shall (i) reimburse Tenant for any actual out of pocket costs that Tenant shall incur due to such use and (ii) indemnify Tenant and hold it harmless from and against any and all loss, cost, damage or expense arising out of such use.

(e) Expiration or Termination of Term. At the expiration or sooner termination of this Lease, Tenant shall surrender all keys to the Building and the Leased Premises and remove all of its trade fixtures and personal property in.the Leased Premises and such installations made by it as Landlord may request in accordance with Sections 5(b) and 5(c) hereof and all Tenant's signs wherever located. Tenant shall repair all damage caused by such removal and yield up the Leased Premises (including the Landlord-purchased personalty and all installations and improvements made by the Tenant except for trade fixtures and personal property and such of said installations or improvements as Landlord shall request the Tenant to remove) broom-clean and in good order and condition. Any property not so removed shall be deemed abandoned and may be removed and disposed of by Landlord in such manner as Landlord shall determine; and Tenant shall pay Landlord the entire cost and expense incurred by Landlord in effecting such removal and disposition and in making any incidental repairs and replacements to the Leased Premises and for use and occupancy during the period after the expiration of the term and prior to its performance of its obligations under this Section 6(e). Tenant shall indemnify and hold harmless Landlord from and against all loss, cost and damage resulting from Tenant's failure and delay in surrendering the Leased Premises as above provided.

(t) Any services to be provided at the Leased Premises and any merchandise to be sold at the Leased Premises shall be in keeping with a high quality theater for the performing and visual arts.

SECTION 7. UTILITIES, CONDOMINIUM CHARGES, REPAIRS, AND OTHER SERVICES

(a) Utilities. Landlord shall provide connection to water, gas and electricity service and shall provide heating, ventilation and air conditioning to the Leased Premises in reasonable quantities and adequate to maintain the Leased Premises at reasonably comfortable temperatures (subject to all Federal and District of Columbia regulations relating to the provision of heat and air-conditioning). Tenant shall pay, as Additional Rent, (i) all charges and expenses for water, sewer, gas, electricity (for power, lighting, heating, ventilation and air conditioning) and any other utilities used or consumed in the Leased Premises and (ii) all condominium charges assessed to the Leased Premises in accordance with the Condominium Documents during the term hereof. Landlord shall notify Tenant from time to time whether any one or more of such charges shall be paid by Tenant directly to the appropriate utility or the Association (as applicable) or to Landlord. If payment is to be made to Landlord, it shall be due 20 days after invoice; if it shall be paid to a third party, it shall be due when required by such third party for the account to be current. Landlord may institute, and Tenant shall comply with, such policies, programs and measures as may be necessary, required or expedient for the conservation or preservation of energy or energy services or as may be necessary to comply with applicable codes, rules, regulations or ordinances, Tenant shall use electricity and water in reasonable

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quantities and shall cooperate with Landlord to assure the most efficient operation of the HVAC system serving the Leased Premises. In the event Tenant introduces into the Leased Premises personnel (in excess of the design capacity of the HVAC system of 499 people) or equipment or performs alterations which overloads the capacity of the Building HVAC system or in any other way interferes with the system's ability to perform its proper functions adequately, supplementary systems or alterations to the Building's HVAC system shall, if and as needed, be provided by Landlord, at Tenant's expense as Additional Rent.

Landlord shall be under no responsibility or liability for failure or interruption of any services, utilities, repairs or replacements or inability to provide access to the Leased Premises by breakage, accident, strikes, labor unrest, order or regulation of or by any governmental authority, repairs, inability to obtain supplies, labor or materials, war or other emergency or any act or neglect of Tenant or Tenant's servants, agents, employees, licensees, subcontractors, sublessees, or invitees or for any other causes beyond Landlord's reasonable control. Landlord shall, however, to the extent practical, use reasonable efforts to minimize the duration, scope and affect on Tenant of any such failure, interruption or inability.

(b) Repairs and Maintenance. Except to the extent that the costs of repair and maintenance are funded from the Reserve Account in accordance with Section 4(c) of this Lease, Tenant shall, at its expense, maintain the Leased Premises and all equipment and personal property therein in a condition consistent with first-class live theatres for the performing arts in the District of Columbia and in compliance with applicable law and the Condominium Documents.

(c) Security. Landlord shall use reasonable efforts to cause the Association to provide a manned front desk in the lobby of the residential portion of the Building on a twenty-four hour a day basis. As conditions warrant, Tenant shall, if either desired by Tenant or reasonably required by Landlord, provide (at Tenant's expense) security personnel and equipment for the Leased Premises. Landlord, the Partnership and the Association shall, at all times, retain the right to control and prevent access by all persons whose presence, in their sole discretion, shall be prejudicial to the safety, protection, character, reputation and interests of the Building or the Property and its tenants or occupants. Landlord shall in no case be liable for damages resulting from any error with regard to the admission or exclusion of any person from the Building.

(d) Custodial Services. Tenant shall provide all custodial services that are necessary to maintain the Leased Premises in a reasonably safe, clean and sanitary condition. Landlord shall use reasonable efforts to keep or cause to be kept (i) all Common Areas in a clean and sanitary condition and (ii) all sidewalks adjoining the Leased Premises free of snow, ice, rubbish, and debris.

(e) Permits. Landlord agrees to join in and sign, if required by applicable law, and at Tenant's sole cost and expense, any applications prepared and filed by Tenant.for any licenses and permits that are required by Tenant for the operation in or on the Leased Premises of a theater and the conduct by Tenant of the business thereof. Tenant shall maintain its license from the Washington, D.C. Alcoholic Beverage Control Board (the "Commission") for a license (the

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"Alcoholic Beverage License") allowing the sale and consumption on the Leased Premises of beer, wine and liquor, by making, by Tenant and its officers, prompt and proper filings with the Commission.

Following the expiration or earlier termination of this Lease, Tenant shall, if Landlord so requests and subject to all necessary governmental approvals, assign the Alcoholic Beverage License to Landlord or any entity designated by Landlord.

SECTION 8. PARKING AND COMMON AREAS.

(a) llartgln . The Building's parking facilities in the Building shall be available to Tenant and others, on a first-come, first served basis, at prevailing commercial rates. Such parking will be on an unassigned, non-reserved basis, shall be subject to the rules and regulations from time to time in force during the term. Landlord shall cause such parking facilities in the Building to be well-lighted and accessible from the Leased Premises at all times and to be attended between the hours of 7:00 a.m. and 12:00 p.m., on those nights on which the Tenant shall hold performances.

(b) Common Areas. To the extent permitted (and subject to receipt of any necessary approval as provided) by the Condominium Documents, Tenant shall be permitted, upon prevailing rates to be paid to the Association, to use during the term hereof designated courtyards and other function rooms in the Building for social functions, exhibits, meetings, and presentations related to the operations of Tenant. Use of such Common Areas shall be subject to such rules and regulations as are in effect from time to time.

SECTION 9. TAXES.

(a) Landlord's Taxes. Tenant shall not be obligated to pay any real estate taxes, ad valorem property taxes, water or sewer rates or charges, or any other governmental charge, general or special, pursuant to any regime of covenants, conditions, or restrictions, which are levied or imposed against the Leased Premises. Tenant shall cooperate with any tax abatement or exemption procedure initiated by Landlord relating to the Leased Premises or the Common Areas.

(b) Tenant's Taxes. Subject to any-tax exemption in favor of Tenant and any properly filed and prosecuted abatement proceeding, Tenant shall pay when due, as Additional Rent, any applicable taxes or assessments against any personal property of Tenant located or installed in the Leased Premises or against the leasehold interest of Tenant in the Leased Premises, and all sales, income, franchise and expense taxes arising out of the Tenant's operations.

SECTION 10. INSURANCE AND INDEMNIFICATION

(a) Insurance. Tenant shall, at its expense, take out and maintain, from the date upon which Tenant first enters the Leased Premises for any reason throughout the term and thereafter so long as Tenant is in occupancy of any part of the Leased Premises, the following insurance:

150597750; 4 )

(i) Commercial general liability insurance (in the broadest form available, including without limitation broad form contractual liability, fire, legal liability, independent contractor's hazard, products and completed operations, liquor liability, and bailee's liability coverages) under which Tenant is named as an insured and Landlord and Landlord's management agent (and such others as are in privity of estate with Landlord, as set out in a notice from time to time) and the Association are named as additional insureds as their interests may appear, in an amount which shall, at the beginning of the term, be at least equal to $5,000,000, and, which, from time to time during the term, shall be for such higher limits, if any, as are requested by Landlord and are customarily carried in the Washington, D.C. area at properties similar to the Leased Premises and used for the purposes permitted hereunder;

(ii) "Special Form" property insurance on a full "replacement cost" basis, with agreed amount endorsement, covering all Tenant's furniture, furnishings, fixtures and equipment and other personal property and all improvements and betterments to the Leased Premises performed at Tenant's expense, and the Landlord-purchased personalty (which insurance as to the Landlord-purchased personalty and any betterments and improvements shall list Landlord as loss payee);

(iii) Worker's compensation insurance with statutory limits covering all of Tenant's employees working on the Leased Premises and employer's liability insurance with limits of not less than $500,000/$500,000/$500,000;

(iv) Automotive liability insurance covering all owned, hired and non-owned motor vehicles used in connection with Tenant's operations at the Leased Premises under which Tenant is named as an insured and Landlord is named additional insureds as their interests may appear, with limits not less than that required pursuant to clause (i) above for Tenant's commercial general insurance liability.

(v) Business interruption insurance covering Theater's operations at the Leased Premises under which Theater is named as an insured and Landlord is named additional insured as their interests may appear, with a limit not less than $1,000,000.

All such policies shall contain a clause that such policy and the coverage evidenced thereby shall be primary with respect to any insurance policies carried by Landlord and shall be obtained from responsible companies qualified to do business and in good standing in the District of Columbia, Tenant agrees to furnish Landlord with certificates evidencing all such insurance prior to the beginning of the term hereof. Tenant shall procure and pay for renewals of such insurance from time to time before the expiration thereof, and Tenant shall deliver to Landlord and any additional insured such renewal policy or a certificate thereof at least thirty (30) days prior to expiration of any existing policy. Bach such policy shall be non-cancelable and not materially changed with respect to the interest of Landlord (and others that are in privity of estate with Landlord of which Landlord provides notice to Tenant from time to time) without at least ten (10) days' prior written notice thereto. Any insurance required of Tenant under this Lease may be furnished by Tenant under a blanket policy carried by it provided that such blanket policy shall reference the Leased Premises equal to the insurance amounts required in the Lease.

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Landlord and Tenant shall each endeavor to secure an appropriate clause in, or an endorsement upon, each property damage insurance policy obtained by it and covering the Leased Premises or the personal property, fixtures and equipment located therein or thereon, pursuant to which the respective insurance companies waive subrogation or permit the insured, prior to any loss, to agree with a third party to waive any claim it might have against said third party. The waiver of subrogation or permission for waiver of any claim hereinbefore referred to shall extend to the agents of each party and its employees and, in the case of Tenant, shall also extend to all other persons and entities occupying or using the Leased Premises by, through or under Tenant. If and to the extent that such waiver or permission can be obtained only upon payment of an additional charge then the party benefiting from the waiver or permission shall pay such charge upon demand, or shall be deemed to have agreed that the party obtaining the insurance coverage in question shall be free of any further obligations under the provisions hereof relating to such waiver or permission from such insurance companies.

Subject to the foregoing provisions of this Section and insofar as may be permitted by the terms of the insurance policies carried by it, each party hereby releases the other with respect to any claim which it might otherwise have against the other party for loss, damage or destruction to the extent such damage is or would be covered by policies of insurance carried or required to be carried by the respective party hereunder. Both parties agree to exhaust any and all claims against its insurer(s) prior to commencing an action against the other for any property loss as to which the foregoing waiver may be unenforceable.

(b) Cross-Indemnification. Tenant shall, at all times during the term and for such further time as Tenant (or any entity claiming by, through or under Tenant) occupies the Leased Premises or any part thereof, save Landlord harmless, and exonerate and indemnify Landlord, from and against any and all claims, liabilities or penalties asserted by or on behalf of any person, firm, corporation or public authority on account.of injury, death, damage or loss to person or property in or upon the Leased Premises and/or the Property arising out of the use or occupancy of the Leased Premises by Tenant or by any person claiming by, through or under Tenant (including, without limitation, all patrons, guests and employees), or arising out of any delivery to or service supplied to or activity or performance conducted at the Leased Premises, or on account of or based upon anything whatsoever done on or occurring in the Leased Premises or property adjacent to the Leased Premises, except (and then only to the extent not subject to the provisions of the final paragraph of Section 10(a)) if the same were caused by the gross negligence or willful misconduct of Landlord, its agents, servants or employees. In respect of all of the foregoing, Tenant shall indemnify Landlord (and such others as are in privity of estate with Landlord) from and against all costs, expenses (including reasonable attorneys' fees), and liabilities incurred in or in connection with any such claim, action or proceeding brought thereon: and, in case of any action or proceeding brought against Landlord by mason of any such claim, Tenant, upon notice from Landlord and at Tenant's expense, shall resist or defend such action or proceeding and employ counsel therefor reasonably satisfactory to Landlord.

Landlord shall save Tenant harmless, and exonerate and indemnify Tenant from and against any and all claims, liabilities or penalties asserted by or on behalf of any person, firm, corporation or public authority on account of injury, death, damage or loss to persons or property

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arising out of Landlord's negligence, subject however to the provisions of the final paragraph of Section 10(a). In respect of all of the foregoing, but as so limited, Landlord shall indemnify Tenant from and against all costs, expenses (including reasonable attorneys' fees) and all liabilities incurred in or in connection with any such claim, action or proceeding brought thereon; and, in case of any action or proceeding brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant and at Landlord's expense, shall resist or defend such action or proceeding and employ counsel therefor reasonably satisfactory to Tenant.

SECTION 11-. DAMAGE TO OR DESTRUCTION OF THE LEASED PREMISES; CONDEMNATION

(a) Termination. If all or any material part of the Leased Premises, the Building or the Property is damaged or destroyed by fire or other casualty or is lawfully condemned or taken in any manner for public or quasi-public use, this Lease may be terminated by Landlord at Landlord's election. Such election, which may be made notwithstanding the fact that Landlord's entire interest may have been divested, may be made by the giving of notice thereof to Tenant within sixty (60) days after the date of such damage, destruction, taking or condemnation. If such damage, destruction, taking or condemnation is such as to prevent the operation of Tenant's business in the Leased Premises for more than five (5) months during any Season, Tenant may elect to terminate this Lease upon thirty (30) days prior written notice to Landlord within sixty (60) days after the expiration of such five month period, and upon the expiration of such thirty day period this Lease shall terminate, unless within such thirty day period the Leased Premises are restored sufficiently to allow for the operation of Tenant's business at the Leased Premises, whereupon Tenant's election to terminate shall be nullified. In connection with Tenant's decision whether to elect to exercise any termination right, upon request, Landlord shall advise Tenant of the date on which Landlord anticipates such restoration, if commenced, will be substantially completed.

(b) Repair of Damage or Destruction. If this Lease is not terminated pursuant to Section 11 (a) above, Landlord shall repair and rebuild the Leased Premises with reasonable diligence to the extent permitted by the net proceeds of insurance recovered or damages awarded for such taking, destruction or damage and subject to zoning and building laws or ordinances then in existence, and this Lease shall continue in full force and effect. As used in this Section 11(b) and in Section 11(c), below, "net proceeds of insurance recovered or damages awarded" shall mean the gross amount of such insurance or damages Less Landlord's reasonable expenses incurred in connection with the collection of the same, including, without limitation, fees and expenses for legal and appraisal services.

(c) Partial Taking of Leased Premises. If any damage or destruction by fire or other casualty, or any taking or condemnation occurs to the Leased Premises other than one described in Section 11(a), above, Landlordshall use reasonable diligence to repair and restore the Leased Premises to an architectural unit as nearly like its condition prior to such damage, destruction, taking or condemnation as shall be practicable and to the extent permitted by the net proceeds of insurance recovered or damages awarded and subject to zoning and building laws or ordinances then in existence, and this Lease shall continue in full force and effect.

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(d) Abatement of Rent. If any damage or destruction to or taking or condemnation of the Leased Premises occurs, a just proportion of the Additional Rent due on account of condominium charges ("Condominium Charges Rent"), according to the nature and extent of the damages sustained by the Leased Premises, shall be suspended or abated until the Leased Premises (excluding any improvements to the Leased Premises made at Tenant's expense), or what may remain thereof, shall be put by Landlord in condition for use to the extent provided in this Section 11. If any damage or destruction shall preclude Tenant from using the Leased Premises for the uses permitted under this Lease, the foregoing abatement of Condominium Charges Rent shall be a total abatement.

(e) Effect of Termination: If this Lease is terminated pursuant to Section 11(a), this Lease and the term and estate hereby granted shall expire as of the date of termination in the same manner and with the same effect as if that were the date set forth in Section 3 for the expiration of the term of this Lease, and the rent and all Additional Rent and other charges due and payable under this Lease shall be apportioned as of such date.

(f) Condemnation Damages. All damages from any taking or condemnation of the Leased Premises shall belong to Landlord and Tenant hereby grants to Landlord all of Tenant's rights to such damages and covenants to deliver such further assignments thereof as Landlord may from time to time request. Nothing contained herein shall be construed to prevent Tenant from prosecuting in any condemnation proceedings a claim for the value of any of Tenant's personal property and business machines and equipment installed in the Leased Premises by Tenant and at Tenant's sole expense, and for relocation expenses, provided such action shall not affect the amount of compensation otherwise recoverable by Landlord from the taking authority.

SECTION 12. SUBLEASES AND ASSIGNMENTS

Tenant shall not assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Leased Premises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant, except as hereinafter provided. For purposes of this Section, an assignment of this Lease shall be deemed to include any conversion of Tenant to a for-profit entity or to any entity which is a non tax-exempt entity under Chapter 10 of Article 47 of the District of Columbia Code.

Notwithstanding the foregoing, Tenant shall have the right, subject to compliance with the terms of this Lease (including, without limitation, its obligations pursuant to Section 6(a)), to sublease, license or otherwise permit (except via assignment) the Leased Premises or any part thereof to be used for purposes permitted by this Lease by parties other than Tenant; and to establish rents or other booking, sublease or license fees and charges in connection with such subleases, licenses, booking arrangements or other agreements allowing occupancy of the Leased Premises.

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No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder. No assignment, subletting or occupancy shall affect the uses permitted pursuant to Section 6.

Any sublease, license or other agreement relating to the occupancy or use of all or any portion of the Leased Premises shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subject or subordinate, but that in the event of termination of this Lease or reentry or dispossession of Tenant by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, and such subtenant, licensee or other entity shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such agreement.

SECTION 13. DEFAULTS

(a) Tenant Default. If (i) Tenant shall default in the performance of any of its obligations to pay the Base Rent or any Additional Rent or other charges due under this Lease, and such default shall continue for five (5) days after written notice from Landlord designating such default, or if within thirty (30) days after written notice from Landlord to Tenant specifying any other default or defaults Tenant has not commenced diligently to correct the default or defaults so specified or has not thereafter diligently pursued such correction to completion, or (ii) any assignment shall be made by Tenant for the benefit of creditors, or (iii) Tenant's leasehold interest shall be taken on execution, or (iv) a lien or other involuntary encumbrance is filed against Tenant's leasehold interest or Tenant's other property, including said leasehold interest, and is not discharged within thirty (30) days thereafter, or (v) a petition is filed by Tenant for liquidation within sixty (60) days thereafter, or (vi) an occurrence of the kind set-forth in clauses (i), (iv) or (v), above, shall occur and if either (x) Tenant shall cure such default within the applicable grace period or (y) Landlord shall, in its sole discretion, permit Tenant to cure such default after the applicable grace period has expired, and an event which would constitute a similar default if not cured within the applicable grace period shall occur more than three times within the next 365 days, whether or not such event is cured within the applicable grace period, then, and in any of such cases indicated in clauses (i) through (vi) hereof (collectively and individually, a "Default of Tenant"), Landlord and the agents and servants of Landlord lawfully may, in addition to and not in derogation of any remedies for any preceding breach of covenant, immediately or at any time thereafter terminate this Lease by notice to Tenant, specifying a date on which this Lease shall terminate and this Lease shall come to an end on the date specified therein as fully and completely as if such date were the date herein originally fixed for the expiration of the term (Tenant hereby waiving, to the fullest extent permitted by law, any rights of redemption), and Tenant shall then quit and surrender the Leased PreMises to Landlord, but Tenant shall remain liable as hereinafter provided.

If this Lease shall have been terminated as provided in this Section 13(a), or if any execution or attachment shall be issued against Tenant or any of Tenant's property whereupon the Leased Premises shall be taken or occupied by someone other than Tenant, then Landlord may, without notice, re-enter the Leased Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all

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property from the same, as if this Lease has not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end.

In the event of any termination pursuant to this Section 13(a), Tenant shall pay the Base Rent and any Additional Rent or other charges payable hereunder up to the time of such termination, and thereafter Tenant, until the end of what would have been the end of the term, absent such termination, and whether or not the Leased Premises shall have been re-let, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Base Rent and any Additional Rent or other charges which would be payable hereunder for the remainder of the term of this Lease if such termination had not occurred (assuming that, for the purposes of this paragraph, annual payments by Tenant on account of Additional Rent or other charges would be the same as payments required for the prior full Season or, if less than a full Season shall have occurred since the Commencement Date, the payment required for such lesser period projected to an annual amount), less the net proceeds, if any, of any re-letting of the Leased Premises, after deducting all expenses in connection with such re-letting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, advertising, expenses of employees, alteration costs and expenses of preparation for such re-letting. Tenant shall pay such current damages to Landlord annually on the date on which such payment would have been payable hereunder if this Lease had not been terminated.

In case of any Default of Tenant, re-entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Leased Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may, at Landlord's option, be equal to or less than or exceed the period which would otherwise have constituted the balance of the term hereunder, may grant concessions or free rent to the extent that Landlord considers advisable and necessary to re-let the same and (ii) may make such reasonable alterations, repairs and decorations in the Leased Premises as Landlord, in Landlord's sole judgment, deems advisable and necessary for the purpose of re-letting the Leased Premises; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Leased Premises, or, in the event that the Leased Premises are re-let, for failure to collect the rent under such re-letting. To the fullest extent permitted by law, Tenant hereby expressly waives any and all rights of redemption or restoration of the operation of this Lease granted under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Leased Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease.

Any and all rights and remedies which Landlord may have under this Lease and at law and in equity shall be cumulative and shall not be deemed inconsistent with each other, and any two or more of all such rights and remedies may be exercised at the same time insofar as permitted by law.

At any time with or without notice, Landlord shall have the right, but shall not be required, to pay such sums or do any act which requires the expenditure of monies which may be necessary or appropriate by reason of the failure or neglect of Tenant to comply with any of its obligations under this Lease (whether or not the'same shall constitute a Default of Tenant), and

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in the event of the exercise of such right by Landlord, Tenant shall pay to Landlord forthwith upon demand, as Additional Rent, all such sums including reasonable attorneys' fees, together with interest thereon at the Default Rate.

(b) Landlord's Default. Landlord shall not be deemed to be in default in the performance of any of its obligations hereunder unless it shall fail to perform such obligations and such failure shall continue for a period of thirty (30) days or such additional time as is reasonably required to correct any such default after written notice has been given by Tenant to Landlord specifying the nature of Landlord's alleged default. Tenant shalt have no right to terminate this Lease for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any rent due hereunder. In no event shall Landlord ever be liable to Tenant for any loss of business or any other indirect, special or consequential damages suffered by Tenant from whatever cause, Tenant further agrees that if Landlord shall have failed to cure any such default within thirty (30) days of such notice to Landlord (or if such default cannot be cured within said time, then within such additional time as may be necessary if within said thirty (30) days Landlord has commenced and is diligently pursuing the remedies necessary to cure such default), then the holder(s) of any mortgage(s) or the trustee(s) or beneficiaries of any deed of trust or the lessor under any ground lease entitled to notice pursuant to Section 17(g) shall have an additional thirty (30) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if within such thirty (30) days any such holder, trustee, beneficiary or lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure), in which event this Lease shall not be terminated while such remedies are being so diligently pursued.

If Landlord shall in good faith dispute the occurrence of an Landlord Default and Landlord, before the expiration of the applicable cure period, shall give to Tenant written notice specifying the basis for its dispute, the existence of an Landlord Default shall be deemed not to have occurred and Landlord shall have no obligation with respect thereto until the dispute is determined adversely to Landlord and Landlord shall fail to pay the invoice for the cure thereof within ten (10) days after Landlord is notified of the adverse determination or to cure such Landlord Default. Tenant and Landlord shall negotiate in good faith to resolve the dispute within five (5) days of Landlord's notice of its dispute as to the existence of an Landlord Default, failing which either may proceed to arbitration in Washington D.C., which arbitration shall be before a regionally or nationally recognized alternative dispute resolution forum such as Endispute or ADR or other similar entity under the auspices of the District of Columbia Bar Association. The decision of the mediator shall be final, conclusive and binding upon the parties.

SECTION 14. SUBORDINATION

This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust which may now or hereafter affect the Leased Premises and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all

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consolidations of such mortgages and deeds of trust, provided that, with respect to any such lease or mortgage, Landlord shall deliver to Tenant an agreement by such lessor or holder, in the form of such lessor or holder, to the effect that, subject to limitations of the type set forth in clauses (a) through (g) in the following paragraph, all of Tenant's rights under this Lease (including, without limitation, Tenant's right to possession of the Premises) shall not be disturbed by such lessor or holder so long as there shall exist no Default of Tenant. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is, at the time referred to, subject and subordinate is herein called "Superior Lease" and the lessor referred to, is herein called "Superior Lessor"; and any mortgage or deed of trust to which this Lease is, at the time referred to, subject and subordinate, is herein called "Superior Mortgage" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "Superior Mortgagee".

If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the request of such party so succeeding to Landlord's rights (herein called "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attomment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attomment. Upon such attomment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly Landlord under this Lease or it nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of Landlord under this Lease, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, (d) bound by any modification of this Lease subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Base Rent or Additional Rent for more than one (1) month, which was not approved in writing by the Superior Lessor or the Superior Mortgagee thereto, (e) liable to the Tenant beyond the Successor Landlord's interest in the Leased Premises and the rents, income, receipts, revenues, issues and profits issuing therefrom, (f) responsible for the performance of any work to be done by the Landlord under this Lease to render the Leased Premises ready for occupancy by the Tenant, or (g) required to remove any person occupying the Leased Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attom, as aforesaid.

SECTION 15. RECORDING OF LEASE

• Tenant shall not record this Lease. The parties shall, upon the request of either party, promptly execute duplicate originals of an instrument, in recordable form, which shall constitute a memorandum of this Lease, setting forth a description of the Leases Premises, the term of this Lease and any other portions thereof, excepting•the rental provisions, as either party may reasonably request.

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SECTION 16. OUIET ENJOYMENT

Landlord covenants that Tenant, upon payment of the Base Rent and other charges reserved hereunder and performing and fulfilling all of its covenants, agreements and conditions contained herein, Tenant shall, at all times during the term, peaceably and quietly have, hold and enjoy the Leased Premises without hindrance, ejection or molestation from Landlord or anyone claiming by, through, or under Landlord.

SECTION 17. MISCELLANEOUS

(a) No Partnership. Nothing contained in this Lease shall be deemed or construed to create a partnership or joint venture of or between Landlord and Tenant, or to create any other relationship between the parties hereto other than that of landlord and tenant.

(b) Rights Cumulative. All rights, powers, and privileges conferred hereunder upon parties hereto shall be cumulative and not restrictive to those given by law.

(c) Notices. All notices, demands, and requests or other communication required, permitted or desired to be given under the provisions of this Lease shall be (i) in writing, (ii) delivered by personal delivery, or sent by nationally-recognized overnight mail service or by registered or certified mail, return receipt requested, postage prepaid, (iii) deemed to have been given on the date of personal delivery or the date set forth on the receipt in the records of the nationally-recognized overnight mail service or on the return receipt for registered or certified mail, and (iv) addressed as follows:

If to Landlord:

with a copy to:

If to Tenant:

Krozy & Company, Inc. 197 First Avenue Needham, MA 02494

Kevin Wilsey The Lansburgh 425 8th Street, N.W. Washington, D.C. 20004

The Shakespeare Theatre Company 516 8th Street, S.E. • Washington, DC 20003 Attn: General Manager

or to any such other or additional persons and addresses as the parties may from time to time designate in a writing delivered in accordance with this Section 17(c).

(d) Waivers. Any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition of this Lease may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Lease requires or permits approval or consent by or on behalf of any party hereto, such approval or consent shall

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be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 17(d).

(e) Entire Agreement; Partial Invalidity. This Lease and the Prior Lease contain the entire agreement between the parties and shall not be modified in any manner except by an instrument in writing executed by the parties. If any term or provision of this Lease, or the application thereof, to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

(f) Limitation of Landlord's Liability. With reference to any assignment by Landlord of Landlord's interest in this Lease or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to the holder of a mortgage or trustee or beneficiary of a deed of trust on property which includes the Leased Premises, Tenant agrees that the execution thereof by Landlord and the acceptance thereof by the holder of such mortgage or trustee or beneficiary of such deed of trust shall never be treated as an assumption by such holder or trustee or beneficiary of any of the obligations of Landlord hereunder unless such holder or trustee or beneficiary shall, by notice sent to Tenant, specifically otherwise elect and that, except as aforesaid, such holder or trustee or beneficiary shall be treated as having assumed landlord's obligations hereunder (subject to the limitations set forth in Section 14 hereof) only upon foreclosure of such holder's or trustee or beneficiary mortgage or deed of trust and the taking of possession of the Leased Premises.

In no event shall the acquisition of Landlord's interest in the Leased Premises by a purchaser which, simultaneously therewith, leases Landlord's entire interest in the Leased Premises back to the seller thereof be treated as an assumption by operation of law or otherwise, of Landlord's obligations hereunder, but Tenant shall look solely to such seller-lessee, and its successors from time to time in title, for performance of Landlord's obligations hereunder. In any such event, this Lease shall be subject and subordinate to the lease to such seller-lessee. For all purposes, such seller-lessee, and its successors in title, shall be the Landlord hereunder unless and until Landlord's position shall have been assumed by such purchaser-lessor. Except as otherwise provided in this paragraph, in the event of any transfer of title of the Leased Premises by Landlord, Landlord shall thereafter be entirely freed and relieved from the performance and observance of all covenants and obligations hereunder.

Both Landlord and Tenant agree to look solely to the assets of the other hereunder for the satisfaction of any liability or claim against such other party under this Lease, it being specifically agreed that in no event whatsoever shall, any general or limited partner, trustees, beneficiaries, officers, directors; employees or stockholders of Landlord or Tenant ever be personally liable for any such liability. Tenant acknowledges that the services and obligations set forth in this Lease are subject to the rules, regulations, actions and decisions of the Condominium Association.

(g) Notice to Mortgagee and Ground Lessor. Only after receiving notice from any person, firm or other entity that it holds a mortgage or is a trustee or beneficiary of any deed of trust which includes the Leased Premises as part of the mortgaged premises, or that it is the

150597750; 4J -21-

ground lessor under a lease with Landlord, as ground lessee, which includes the Leased Premises as part of the demised premises, no notice from Tenant to Landlord shall be effective unless and until a copy of the same is given to such holder, trustee, beneficiary or ground lessor, and the curing of any of Landlord's defaults by such holder, trustee, beneficiary or ground lessor shall be treated.as performance by Landlord.

(h) Brokerage. Tenant and Landlord each warrant and represent that it has dealt with no broker in connection with the consummation of this Lease, and in the event of any brokerage claims against one party predicated upon prior dealings with the other party, such other party shall defend the same and indemnify and hold harmless the party against which such claim is made from and against any such claim.

(i) Certificates. Either party shall, within twenty (20) days after written request of the other, certify by written instrument duly executed and acknowledged to any mortgagee, trustee, beneficiary or purchaser, or proposed mortgagee, trustee, beneficiary or purchaser, or any other person, firm or corporation specified in such request, that, to the best knowledge of the party of whom the estoppel certificate is being requested, this Lease is unmodified and in full force and effect and that such party has no defenses, offsets or counterclaims against the requesting party and is and shall continue to perform its covenants under this Lease (or, if there have been any modifications, that this Lease is in full force and effect as modified and stating the modifications and, if there are any defenses, offsets or counterclaims, setting them forth in reasonable detail), the commencement and expiration dates of the term, the dates through which the Base Rent and Additional Rent and charges due hereunder have been paid and such other matters as such party may reasonably request. Any such certificate may be relied upon by the requesting party and any other person, firm or corporation to whim the same may be exhibited or delivered and the contents of such certificate shall be binding on the party executing same. Estoppel certificates may not vary the terms of this Lease.

(j) Offer to Lease. The submission of this document for examination and negotiation does not constitute an offer to lease or a reservation of or an option for the Leased Premises. This Lease shall become effective and binding only upon the execution and delivery hereof by Landlord and Tenant.

(k) General Matters. Each term and provision of this Lease to be performed by Tenant shall be construed to be both an independent covenant and condition. The reference contained to successors and assigns of Tenant is not intended to constitute a consent to assignment of Tenant. Except as otherwise set forth in this Lease, any obligations of Tenant (including, without limitation, rental and other monetary obligations, repair obligations and obligations to indemnify Landlord) shall survive the expiration or earlier termination of this Lease and Tenant shall immediately reimburse Landlord for any expense incurred by Landlord in curing Tenant's failure to satisfy any such obligation (notwithstanding the fact that such cure might be effected by Landlord following the expiration or earlier termination of this Lease).

(I) Gender and Number. Words used herein, regardless of the gender and number specifically used, shall be deemed and construed to include any other gender, masculine, feminine, or neuter, and any other number, singular or plural, as the context requires.

(B0597750;4) -22-

PANY

B • resident

THE SHAKESPEARE THEATR

By:

(m) Benefit and Burden. The provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective permitted successors, assigns, and personal representatives.

(n) Headings. The headings of this Lease are included for ease of reference only and shall not control or affect the meaning or construction of the provisions of this Lease.

(o) GOVERNING LAW. THIS LEASE SHALL BE GOVERNED, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE DISTRICT OF COLUMBIA (WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF).

(p) Counterparts. This Lease may be signed in counterparts, each of which shall be deemed to be an original but which, when taken together, shall constitute one and the same instrument.

(q) Representation. Landlord represents to Tenant that it holds fee title to the Leased Premises, that it is authorized to enter into this Lease, and that the only holder of a mortgage affecting the Leased Premises is Shawmut Bank, N.A.

IN WITNESS WHEREOF, the parties have executed and delivered this Lease, in multiple counterpart copies, as of the date first set forth above.


)B0597750:4) -23-

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

A certain parcel of land with the buildings now or hereafter, constructed thereon situated in Washington, District of Columbia, which parcel is described as follows:

Lot 24 in Square 431 in the District of Columbia as shown on the plat of Subdivision, Square 431, recorded in Book 180, Page 13, in the Office of the Surveyor of the District of Columbia on December 18, 1987.

Said parcel contains approximately 1.4293 acres.

{B0597750:41

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

A certain parcel of land with the buildings now or hereafter, constructed thereon situated in Washington, District of Columbia, which parcel is described as follows:

Lot 24 in Square 431 in the District of Columbia as shown on the plat of Subdivision, Square 431, recorded in Book 180, Page 13, in the Office of the Surveyor of the District of Columbia on December 18, 1987.

Said parcel contains approximately 1.4293 acres.

(B0597150; 4

EXHIBIT 9

EXHIBIT 10

January 4, 2012

Michael R. Klein, Chairman Shakespeare Theatre Company 516 Eighth Street SE Washington, DC 20003-2834

Re: Lansburgh Theater Inc.

Dear Mr. Klein:

I am in recent receipt of your undated letter summarizing discussions we have had concerning possible renewal of the lease for the Lansburgh Theater. There are numerous inaccuracies in that letter; but it is obvious that it would be fruitless to debate those points any further. Our positions are so far apart they are irreconcilable.

I have been advised by counsel that by virtue of the termination of the lease on July 31, 2011, the Shakespeare Theatre Company ("STC") is no longer the supported organization with respect to Lansburgh Theater, Inc. ("LTI"). Pursuant to Article Fourth of the Articles of Incorporation, LTI is required to be operated for the benefit of, to perform the functions of, or to carry out the purposes of, one or more successor supported organizations as shall be selected by the Board of Directors. Your letter makes it clear that we will not be able to come to terms on a lease renewal. Accordingly, you should make the necessary arrangements to vacate the premises demised by the lease on or before March 1, 2012. LTI is in the process of selecting an appropriate successor organization to be supported by LTI.

I have taken the liberty of including a draft letter of resignation of Chris Jennings as a Director of LTI. Please note that the By-laws provide that if STC ceases for any reason to be the Supported Organization (which occurred upon termination of the lease), then STC's designee on the Board shall be removed without cause by the remaining Directors. If I do not receive Mr. Jennings' resignation by January 13, 2012, I intend to give notice for a meeting and ask for his removal.

Given the background of our negotiations, I think it is best for all concerned for us to go our separate ways. I take Issue with many of your factual assertions in your letter, but only wish at this time to refute two of those points. First, you imply that certain personal property (theater systems and equipment) belongs to STC. That is incorrect. Personal property in the nature of furniture, fixtures and equipment is owned by LTI. Second, you state that LTI has a history of not disbursing funds for capital improvements to the theater. That is also not correct. Please be advised that in the beginning of 2007 the value of the Cash Fund was $703,350. Over the course of the period from the beginning of 2007 to the end of 2010, $280,000 plus interest income of $19,501 was added to the Cash Fund (during 2011. your August 2010 rent was deposited) and $365,598 was expended on capital improvements for the Theater, leaving a Cash Fund balance of $586,347, after subtracting additional expenses of $50,906.

I look forward to your cooperation in making a smooth transition in vacating the premises.

Sincerely,

/V Kenneth Ktozy - Pr nt

Lansburgh Theateknc.

{B1369069; 1}

LANSBURGH THEATER, INC. Director Resignation

, 2012

I hereby resign my position as Director of Lansburgh Theater, Inc., effective

immediately.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of

the date written above.

Chris Jennings

I hereby acknowledge receipt of the foregoing resignation.

President Lansburgh Theater, Inc.

Dated:

{B1369069; 1}

EXHIBIT 11

Original Message From: Ken Krozy rmailto:kenPkrozyco.coml Sent: Monday, February 13, 2012 4:37 PM To: Michael Klein Cc: kenPkrozyco.com Subject: Lansburgh Theater, Inc.

Dear Michael:

I am writing in response to your email of February 11 to me. LTI declines to withdraw its January 4, 2012 letter. This note will nonetheless serve to confirm, however, that the date by which Shakespeare Theatre Company must vacate the premises has been extended by one month, to April 1, 2012. The extension is designed to enable the parties to engage in further good faith negotiations. We will be in touch as soon as we are ready to move forward with further discussion.

Sincerely

Kenneth Krozy Krozy & Company, Inc. 197 First Avenue Suite 300 Needham, MA 02494 (617)968-3607 kenPkrozyco.com

1

SL

To: Cc: Subject:

Michael Klein [[email protected]] Saturday, February 11, 2012 10:36 AM Ken Krozy Falb, Robert; Chris Jennings STC

While we are pleased to read that you are spending time studying our proposal, we are faced with an "arbitrary time table" - the one you established by your January 4th notice to quit and related assertions. If we are to avoid the consequences of the steps we feel a need to take to deal with that deadline, we need LTI promptly to withdraw its January 4 assertions, and to recommence discussions. Please therefore understand why we need yet another timetable: we need to know by noon Monday regarding the withdrawal and about your willingness to continue negotiations (for which we are available Monday through Wednesday of this coming week).

Original Message From: Ken Krozy rmailto:kenPkrozyco.coml Sent: Friday, February 10, 2012 6:15 PM To: Michael Klein Cc: kenPkrozyco.com Subject:

Dear Michael

I received your six page letter, with its attachments, mid-afternoon last Thursday February 2. I have devoted considerable time to analyzing the issues that you have raised. I am sure you can

eciate that that process takes time, and that I must then discuss these matters with others. I ,sect to be back to you shortly but cannot agree to an arbitrary time table that does not afford

sufficient time for careful consideration.

Sincerely

Ken

Kenneth Krozy Krozy & Company, Inc. 197 First Avenue Suite 300 Needham, MA 02494 (617)968-3607 [email protected]

Michael Klein [[email protected]] St...: Thursday, February 09,2012 12:13 PM To: [email protected] Subject: Shakespeare Theater Company

More than a week has passed since February 2, when I sent you a proposal by STC that clearly assured LTI that STC would over-fund the capital improvements proposed by TCC to maintain the theater in the Lansburg as a first class facility for the performing arts. Please be so kind as to respond, as soon as possible. Absent a response by the close of business tomorrow, Friday February 10, we will have to assume that you intend to proceed with the threats you made in your January 4 letter, and therefore we will have to proceed as we deem necessary to protect the rights of the Shakespeare Theatre Company and our patrons.

Michael R. Klein 1133 Connecticut Avenue NW, Suite 600 Washington, DC 20036 202-689-1240 (office) 202-997-1000 (cell) mikegmikeklein.com<mailto:mikegmikeklein.com> www.mikeklein.com<http://www.mikeklein.com>

IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the. IRS, we inform yr . that, unless expressly stated otherwise, any U.S. federal tax advice contained in this

Ainication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

EXHIBIT 12

GOVERNMENT OF THE DISTRICT OF COLUMBIA Office of the Attorney General

* * *

MEM February 24, 2012

VIA EMAIL AND U.S. MAIL

Mr. Kenneth Krozy Krozy & Company, Inc. President, Lansburgh Theater, Inc. 197 First Avenue, Suite 300 Needham, Massachusetts 02494

Dear Mr. Krozy: .

It has come to my attention that, in your role as president of Lansburgh Theater, Inc. ("LTI"), you have written to The Shakespeare Theatre Company, Inc. ("STC"), the twenty- year tenant of the theater in the Lansburgh Building in Washington, D.C., threatening to (1) raise its rent substantially,. (2) terminate STC's tenancy, and/or (3) remove the director who serves on LTI's board as the designated representative of STC.

As you may know, this office is responsible for determining that non-profit corporations in the District of Columbia comply with their charter and obligations to the public. 29 D.C. Code §§ 301.04 et seq. I believe there is good cause to inquire whether this proposed action on behalf of LTI, a District of Columbia nonprofit corporation, is consistent with LTI's charitable purposes, as set forth in its Articles of Incorporation. These charitable purposes include supporting the purposes of The Shakespeare Theatre "owning and leasing on a nonprofit basis a 450 seat theatre . . . at the Lansburgh Complex Condominium" in Washington, D.C. and "providing related supportive facilities and services on a nonprofit basis."

Please promptly provide we with whatever justification you believe may support your proposed actions, so that I may take it into consideration in determining whether to open a formal investigation.

Thank you for your prompt attention to this matter.

Sincerely,

1r‘,.._ ____A

Iin B. Nathan Attorney General for the District of Columbia

441 Fourth Street, NW, Suite 11005, Washington, D.C. 20001, (202) 724-1301, Fax (202) 741-0580

EXHIBIT 13

SULLIVAN WORCESTER

Sullivan & Worcester LIP T 617 338 2800 One Post Office Square F 617 338 2880 Boston, MA 02109 www.sandw.com

March 5, 2012

The Honorable Irvin B. Nathan Attorney General for the District of Columbia 441 Fourth Street, N.W. Suite 1100S Washington, DC 20001

Re: Lansburgh Theater, Inc.

Dear Mr. Attorney General:

Your letter dated February 24, 2012 has been referred to our attention as counsel to Lansburgh Theater, Inc. ("LTI"). We welcome the opportunity to address any questions or concerns that your office may have with respect to LTI. The nature of the present controversy between LTI and The Shakespeare Theatre Company, Inc. ("STC") is fundamentally a business disagreement between two charitable organizations over how their respective charitable purposes can best be achieved given aging theater premises and equipment and changed funding sources. We believe that these matters are appropriately left to the respective boards of each organization and do not require the intervention of your office in what is essentially a negotiation over whether to extend a lease that has expired, and , if so, on what terms. As described below, any allegations that STC has made to precipitate your inquiry are without merit and, we believe, intended merely to gain an advantage in a difficult business negotiation. Nevertheless, in response to your letter we will outline the justification for the actions taken by LTI and will explain the background of the relationship between LTI and STC.

LTI was formed by Articles of Incorporation filed on February 26, 1992 in connection with the development of the Lansburgh Complex Condominium Association (the "Condominium") by Gunwyn/Lansburgh Limited Partnership (the "Partnership"). It was designed to serve as the mechanism through which the Partnership would satisfy its 20-year commitment to provide community arts space for the Washington, D.C. community. The Partnership's commitment was embodied in a Covenant Agreement (the "Covenant") dated April 8, 19881 between the Partnership and the Pennsylvania Avenue Development Corporation. As relevant here, the Partnership undertook an obligation in the Covenant to provide community arts space for a stated period of time to "accommodate visual and performing arts space, exhibition space, and a performing arts theatre with space for approximately four hundred and fifty (450) seats." The Partnership also undertook a commitment, for a fourteen year period, to provide financial support to the arts entity in the amount of $1 million and to net lease the community arts space at minimal base rents sufficient only to pay for the operating and utility costs of the community arts space.

1 The Covenant was subsequently amended three times.

{B1394579; 8} BOSTON NEW YORK WASHINGTON, DC 35% PCW

Irvin B. Nathan Page 2 March 5, 2012

LTI was created as the arts entity contemplated by the Covenant. The Partnership funded LTI first with a donation of Unit 3 of the Condominium (namely, the theatre premises) and subsequently with the $1 million called for under the Covenant. The donation of Unit 3 was not required under the Covenant, but was done voluntarily by the Partnership to assure the long-term viability of the charitable purposes of LTI. At approximately the same time, LTI entered into a lease of Unit 3 (the "Lansburgh Theater") to The Shakespeare Theatre at the Folger Library, as STC was then known, by lease agreement dated February, 1992 (the "Original Lease"), which established a nominal base rent of $1 per year. The Original Lease was for an initial term ending June 30, 1996 and was renewed for two additional periods of three twelve month "Seasons" at the same nominal rent.2

The obligations under the Covenant for devotion of space to community arts uses expired 20 years after substantial completion of the project in 1991 (i.e., in 2011). Similarly, the $1 million funding commitment under the Covenant made to LTI as the arts entity has been fulfilled by the Partnership. Nevertheless, LTI as a separate charitable entity intends to continue its charitable purposes by owning and leasing the Lansburgh Theater on a nonprofit basis or otherwise functioning to foster performing arts and/or theatre arts.

During the extended period of the Original Lease, the success of the Lansburgh Theater was made possible by the financial and other contributions of the Partnership. However, with the knowledge that those contributions could not be permanent and open ended, the board of LTI has undertaken prudent planning for the long-term continuation of the Lansburgh Theater to serve the community arts needs of Washington after expiration of the Partnership's funding obligations. To that end, LTI and STC entered into a Lease Agreement (the "Expired Lease") in September 2007 with a stated term beginning August 1, 2006 and, ending July 31, 2011.3 The Expired Lease called for STC to pay Base Rent of $70,000 per year for the five seasons covered under the Expired Lease (an amount far below market value). As part of the same arrangement, LTI consented to permit STC to conduct performances at two venues: (I) the Lansburgh Theater owned by LTI (until then, pursuant to the terms of the Original Lease, STC's exclusive home) and Op the newly opened Harman Hall located nearby at 650 F Street, N.W. By its terms, the Expired Lease ended on July 31, 2011, and STC is currently in holdover status with respect to the leased premises.

LTI has been concerned with the long-term viability of the Lansburgh Theater and remains committed to maintaining it as a high quality live theater. to serve the arts needs of the community. In planning for the future, including anticipated capital expenditures in a theater that is now 20 years old with diminished funding commitments by the Partnership, STC's Base Rent payments under the Expired Lease have been deposited to a Reserve Account to be applied for maintenance and repair necessary to maintain the Lansburgh Theater as a high quality theater for the performing and visual arts. LTI considered the period covered by the Expired Lease to be a transition period in the evolution of the Lansburgh Theater—from a period during which the Theater had been significantly

2 Upon expiration of the extended terms of the Original Lease, STC remained a tenant at will by agreement with LTI on the same terms through July 31, 2006.

3 By agreement, the parties confirmed that the prior lease between them had been extended through July 31, 2006.

{B1394579; 8).


supported by substantial capital contributions that were coming to an end, to one that would require more sustainable financing to maintain it as a high quality live theater.

Consistent with this prudent planning for the future, the board of LTI commissioned an independent study of the Lansburgh Theater by Theatre Consultants Collaborative, LLC which produced in August 2011 a detailed study of the theater titled Evaluation and Recommendations, including recommended repairs, recommended renovations and a schedule of suggested maintenance and improvement chronologies (the "TCC Study"). Armed with the information generated by the TCC Study, LTI opened discussions with STC for the appropriate terms of a new lease to assure the long-term viability of the Lansburgh Theater following the July 31, 2011 expiration of the Expired Lease. Without getting mired in the details of the disagreements between the parties, suffice it to say that LTI found the STC negotiating position to be far from reasonable and inconsistent with LTI's duty to provide for the long-term viability of the Lansburgh Theater as a first class venue. Moreover, LTI believes that STC has become accustomed to artificially low rents4 on the Lansburgh Theater which STC has been able to profit from by sub-leasing the Lansburgh Theater to other organizations at market rents and thereby subsidizing its Harman Hall operations.

LTI has negotiated in good faith for a renewal of the Expired Lease but has been frustrated by STC's unwillingness to secure the funding for an appropriate reserve to pay for the expenditures that are necessary for the long-term viability of the Lansburgh Theater. The TCC Study provides independent third-party verification of the need for and the amount of those expenditures. Not only does STC not contest the rectitude of the TCC Study, STC Is on record that the TCC Study has significantly understatdd the amount of the needed expenditures. The negotiations appeared to have reached an Impasse following a December 13, 2011 meeting which was discussed in an undated letter sent by Michael Klein on behalf of STC later in December 2011. Mr. Klein's letter contained numerous inaccuracies and appeared to evidence an irretrievable break-down in the negotiations for any renewal of the Expired Lease.

Given this backdrop, and with a desire to move forward with an orderly continuation of its charitable purposes, LTI felt that it had no choice but to implement a transition in the operating theater organization to assume tenancy of the Lansburgh Theater as contemplated by LTI's Articles of Incorporation (and described more fully below). Accordingly, LTI notified STC in a letter dated January 4, 2012 that, as a result of the expiration of the Expired Lease, STC was no longer the supported organization of LTI. The By-Laws of LTI require the removal of the STC designee as a Director of LTI under these circumstances. LTI accordingly offered Chris Jennings, the STC designee on LTI's Board, the opportunity to resign rather than being removed.

While LTI regrets the negotiations having reached this point, it felt duty bound to move forward. It will obviously take some time to find an appropriate successor to STC which will be able to operate the Lansburgh Theater and to support those operations in a manner adequate to sustain it as a first class theater. It would have been derelict of LTI not to have attempted to assure continuous adherence to its charitable purposes.

4 While the current dispute Is fundamentally a disagreement over the appropriate level of rents to be paid to support and maintain the Lansburgh Theater, LTI believes that the rent historically paid by SIC has been well below that necessary to satisfy the "nonprofit" standard that LTI remains committed to maintain.

{B1394579; 8}


Subsequent to LTI's notification to STC on January 4, 2012, and following a somewhat belligerent and misinformed response by letter dated January 11, 2012 from Michael Klein to Kenneth Krozy (the President of LTI), LTI received a more conciliatory response from STC. That most recent, February 2, 2012, letter suggests that STC may be willing to fund the necessary reserves by payment of rents sufficient to provide for the long-term needs of the Lansburgh Theater. The parties now appear to be In basic agreement as to the amounts required for the maintenance of the Lansburgh Theater over the next 30 years. Their primary disagreement appears to be on the timing of those payments.

We do not know whether the parties will be able to resolve their differences. LTI's goal remains to assure that rent payments are sufficient to fund an adequate reserve to provide for the maintenance and capital needs of the Lansburgh Theater going forward. Such rent would still be well below market value and consonant with LTI's objective to provide the venue "on a nonprofit basis" consistent with the regulatory and case law applicable to charities in the Section 501(c)(3) context. See generally, GCM 37257 (September 15, 1977) (discussing general principles applied by the IRS in the "cost/below cost"context).

We presume that your letter of inquiry to LTI was precipitated by receipt of a complaint from STC that may have included allegations of improper conduct by LTI. As a result, we think it important to address LTI's conduct and to demonstrate that nothing improper has been done by LTI. Indeed, the only actions taken by LTI to date (other than normal business negotiations in an attempt to renew the Expired Lease with STC) are matters called for under LTI's Articles of Incorporation and By-Laws. Specifically, Article Fourth of the Articles of Incorporation provides:

In the event that . . . the lease agreement pursuant to which [STC] occupies the Theater Premises shall terminate for any reason, the corporation shall forthwith cease to be operated for the benefit of [STC] and shall thereafter be operated for the benefit of, to perform the functions of, or to carry out the purposes of, such one or more Qualified Organizations formed to promote and foster the performing arts, and in particular the theatre arts, as shall be selected by the Board of Directors.

Likewise, Section 7(b) of Article IV of the By- Laws of LTI provides:

In the event the Supported Organization [STC] . . . ceases for any reason to be the Supported Organization, and . . . the existing Director who Is a designee of the Supported Organization has not tendered his or her resignation as provided In these By-Laws prior to the date upon which his or her successor is to be elected, then the Board of Directors shall remove such Director without cause by affirmative vote of the remaining Directors.

LTI's January 4, 2012 letter to STC did nothing more than notify STC that, as a consequence of the break-down in negotiations to renew the Expired Lease, STC was no longer the Supported Organization and Chris Jennings would be removed as a Director if he did not otherwise voluntarily resign. These are both matters that are mandated by LTI's organic documents and permitted under the applicable rules for supporting organizations. LTI's charitable purposes can only be accomplished with an appropriate tenant for the Lansburgh Theater that is willing and able to promote and to foster the performing arts in the Lansburgh Theater venue. If STC is unable or unwilling to perform this role, it is only natural, proper and consistent with LTI's duties for it to seek a successor Supported Organization.

(81394579; 8}


The expiration of the Expired Lease is an accomplished fact. The entire organic structure of LTI is premised on its having in place an appropriate tenant for the Lansburgh Theater. As set forth above, the consequence of STC's having allowed the Expired Lease to expire Is that STC is no longer the Supported Organization. This in turn means that STC loses representation on the LTI Board. LTI was engaged with STC for a number of months to renew the Expired Lease after its expiration; but those efforts appeared to lead to irreconcilable differences, leaving LTI no choice except to move on and to find a successor operating theater organization. We note, parenthetically, that this state of affairs does not leave STC without a venue. Since 2007, STC has owned its own much larger theater, Harmon Hall. There is no danger that STC will be unable to perform for want of a stage.

At this point, LTI has no obligation to enter into a new or a renewal lease with STC; and in Fact the Directors may have the duty to consider whether another tenant would better advance the charitable purposes of LTI. One of the factors that may bear on the desirability of LTI continuing its relationship with STC is whether it will further LTI's charitable purposes to enter into a multi-year agreement with a counterparty that resorts to baseless allegations when business negotiations do not go as It wishes.

It remains to be seen whether the events that have transpired since LTI's January 4, 2012 letter informing STC of these facts (particularly the conciliatory letter of February 2, 2012) have narrowed the differences between the parties to a point that agreement can be reached. Repeating what we stated at the outset, this Is fundamentally a business disagreement about funding and the proper magnitude and schedule for maintenance of aging theater premises that all parties appear to want to keep as a first class facility. With due respect to your Office, we do not think that anything that has occurred warrants a formal investigations by your Office. Nonetheless, LTI of course remains committed to cooperating and fully answering any questions or concerns that you may have.

Sincerely,

t

J n K. Grah Pa ner

Direct line: 617-338-2941 [email protected]

cc: by 'email to Valerie L. Scott ([email protected])

5 We trust that the three allegations mentioned In your letter ((1) raising the rent; (2) terminating STC's tenancy; and (3) removing a director) have been adequately addressed in the narrative response in this letter. The Expired Lease ended by its terms on July 31, 2011, LTI did not "terminate" it; and removal of the STC—designated director is automatically required under LTI's organic documents. Assuming the Directors wish to continue to consider STC for a new lease or a renewal, the amount of the rent must be mutually agreed upon by the parties and Is the essence of the current dispute. This is a factual matter best left to the business judgment of the respective parties and in our view does not warrant the intervention of the Attorney General.

{B1394579; 8}

EXHIBIT 14

Tommy Wells Councilmember,- Ward 6

February 23, 2012

Mr, Kenneth Kroz■/ Krozy & Company, Inc. President, Lansbugh Theater, Inc. 197 First Avenue, Suite 300 Needham Massachusetts, 02494

Dear Mr. Krozy,

It has come to my attention that the Lansburgh Theater, Inc. ("LTI"), a non profit corporation organized under the laws of the District of Columbia, has written The Shakespeare Theatre Company, the twenty year tenant of the theater in the Lansburgh Building, informing them that their lease for the space is terminating, as well as their membership on LTI's board of directors.

The Shakespeare Theater Company is one of the finest performing arts organizations in the District of Columbia. As I understand it, the theater is dedicated to its use by LTI's Articles of Incorporation. I hope that you join me in recognizing how greatly the residents of the District of Columbia wish to see the continued operations of The Shakespeare Theatre.

I hope that negotiations and discussion continue regarding the lease arrangements for The Shakespeare Theatre and that they continue their operations in the Lansburgh Building in the interim.

Sincerely,

EXHIBIT 15

COUNCIL OF THE DISTRICT OF COLUMBIA 1350 PENNSYLVANIA AVENUE, SUITE 106

WASHINGTON, DC 20004

JACK EVANS Counclimember, Ward 2 Chair, Committee On Finance and Revenue

Office (202) 724-8058 Fax (202) 7244023

Jackevans@dccounolus

February 29, 2012

Mr. Kenneth Krozy Krozy & Company, Inc. President, Lansbugh Theater, Inc. 197 First Avenue, Suite 300 Needham Massachusetts, 02494

Dear Mr.Krozy:

I'm very disturbed by some news that will affect one of Washington DC's greatest cultural institutions, the Shakespeare Theater. The Lansburgh Theater, Inc. ("LTI"), a non profit corporation organized under the laws of the District of Columbia, was an integral part of the development of the Lansburgh residential building. I understand that you have threatened to declare the 20 year lease of The Shakespeare Theatre Company terminated, and remove the director who serves on. LTI's board as the designated representative of STC pursuant to your Articles of Incorporation.

As a long serving member of the City Council of the District of Columbia, I am well aware of the history of this theater and building. The theater was, as you likely know, built for The Shakespeare Theatre, and is dedicated to its use by LTI's Articles of Incorporation. The terms of the understanding with the Pennsylvania Redevelopment

. Corporation that enabled the Gunwyn/Lansbug,h partnership to build the Lansburgh Building, and by virtue its exemption from taxation under Section 509(a)(3) of the Internal Revenue Code. The steps you threaten to take would undermine this long term agreement and would certainly necessitate the Council of the District of Columbia to try to rectify the situation, possibly by making certain that the theater in the Landsburgh building remains a facility in which the Shakespeare Theater Company performs permanently.

I sincerely hope that you will reconsider this plan of action. Please advise me that LTI is taking steps to eliminate this issue before it becomes a matter of public concern. I personally request that you exert every effort to do that, and advise me of that, so that I

Since

Ja Co cilme , Ward 2

and my council" colleagues may take it into consideration in the course of fulfilling our obligations to determine whether to take action in respect of these matters.

Cc: The Honorable Vin• t Gray, Mayor Victor Hoskins, Deputy Mayor for Planning and Economic Development

EXHIBIT 16

628,101. (See the instructions for Part II.)

22 Cash, savings, and investments

23 Land and buildings

24 Other assets (describe ■ 25 Total assets

26 Total liabilities (describe 110- ACCRUED EXPENSES

Short Form Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Coda (except black lung benefit trust or private foundation)

NO. Sponsoring organizations of donor advised funds and controlling organizations as defined a, section 512(bX13) must file Form 990 AU other organizations with gross receipts less than 51.000,000 and total assets less than 52,500,000 at the end of the year may use this form

► The organization may have to use a copy of this return to satisfy state reporting requirements.

OMEI No 1545-1150

2008 Open to Public

Inspection

A For the 2008 ca ender year, or tax year beginning and ending

C Name of organization

LANSBURGH THEATRE INC. C/O KROZY & COMPANY, INC.

Number and street (or P.O. box, if mains not delivered to street address)

197 FIRST AVENUE City or town, state or country, and ZIP + 4

NEEDHAM, MA 02494

D Employer identification number

06-1343527 RoonVsuite E Telephone number

300 (617) 968-3607 F Group Exemption

Number Ir.

B ch.* d applicable Please

use IRS label or print or type See Specific Instruc-tions

EagLiv

nue 'return

Termin-ation

Amended urn

Limret r I 1

G Accounting method:

Other (specity)10.

I Webeite: II- N/A H Check III- I X I if the organization is not

J Organization type (check only one)— 501(c) ( 03 ) (insert no.) M---43477-(a)(1) or-----7=5-27 required to attach Schedule B Form 990,990f 2, or 990-K)

K Check jo. if the organization is not a section 509(a)(3) supporting organization and its gross receipts are normally not more than $25,000. A return is not

required, but if the organization chooses to file a return, be sure to file a complete return.

I Add lines 5b 6b, and 7b, to line 9 to determine gross receipts; if $1,000,000 or more, file Form 990 instead of Form 990-EZ 110- $ Part I Revenue, Expenses, and Changes in Net Assets or Fund Balances (See the instructions for Part L)

1 Contributions, gifts, grants, and similar amounts received

2 Program service revenue including government fees and contracts 2 70,000. 3 Membership dues and assessments 3

4 investment Income

5a Gross amount from sale of assets other than inventory i 6 b Less: cost or other basis and sales expenses (5b

c Gain or (loss) from sale of assets other than inventory (Subtract line 5b from line 5a) (attach schedule)

6 Special events and activities (complete applicable parts of Schedule G). If any amount is from gaming, check here ►

Rev

en

a Gross revenue (not including $ of contributions

reported on line 1)

b Less: direct expenses other than fundraising expenses 6b

e Net income or (loss) from special events and activities (Subtract line 6b from line 6a)

7a Gross sales of inventory, less returns and allowances

b Less: cost of goods sold 7b

c Gross profit or (loss) from sales of inventory (Subtract line 7b from line 7a 7c 8 Other revenue (describe II,- INTEREST INCOME RECEIVED ) 8 7,088. 9 Total revenue. Add lines 1, 2, 3, 4, 5c, 6c, 7c, and 8 110- 9 77,088.

10 Grants and similar amounts paid (attach schedule) N 10

11 Benefits paid to or for members N NOV 23 2U09 9 co 11

12 12 Salaries, other compensation, and employee benefits Ct

ms ∎

13 Professional fees and other payments to independent contractors 13 5,966. 14 Occupancy, rent, utilities, and maintenance

0s9AVAirtaiEwr 2 14 46,501.

15 Printing, publications, postage, and shipping 15 16 Other expenses (describe llo• 18 17 Total expenses. Add lines 10 through 16 11•• 17 52,467.

1 Net

Asset

s 18 Excess or (deficit) for the year (Subtract line 17 from line 9) 18 24,621. 19 Net assets or fund balances at beginning of year (from line 27, column (A))

(must agree with end-of-year figure reported on prior year's return) 19 1 286,810. 20 Other changes in net assets or fund balances (attach explanation) 20 21 Net assets or fund balances at end of year. Combine lines 18 through 20 ► 21 1,311,431.

a ance Sheets. If Total assets on line 25, column (B) are $2,500,000 or more, file Form 990 instead of Form 990-EZ.

1 I Cash Accrual

cz1

w a a a

• Section 501(c)(3) organizations and 4947(a)(1) nonexempt charitable trusts must attach a completed Schedule A (Form 990 or 990-EZ).

I I

77,088.

27 Net assets or fund Valances (line 27 of column (B) must agree with line 21 83217 12-17-

103 LHA For Privacy Act and Paperwoik Reduction Act Notice, see the Instructions for Form 990.

1

2008.05000 LANSBURGH THEATRE INC.

658,709.

1,286,810. 0.

1,286,810.

12521109 756948 13450.050

25

22

23

24

26

27

1 406 227. 94,796.

1,311,431. Form 990-EZ (2008)

699 223. 707 004.

C/O 13450_02

(A) Beginning of year (B) End of year

Form 990-EZ Department of the Treasury

Internal Revenue Service

LANSBURGH THEATRE INC. Form 990-EZ (2008

ZY & COMPANY

06-1343527 Paget [ Part Ill I Statement of Program Service Accomplishments (See the instructions for Part Ill.) Expenses

(Required for 501(c)(3) and (4) organizations and 4947(a)(1) trusts; optional for others.)

What is the organization's primary exempt purpose? SEE STATEMENT 4 Describe provided,

what was achieved in carrying out the organization's exempt purposes. In a clear and concise manner, describe the services the number of persons benefited, or other relevant information for each program title.

28

29

30

31

32

SEE STATEMENT 4 ABOVE

28a 52 467. (Grants $ ) If this amount includes foretgn grants, check here I I

29a (Grants $ ) If this amount includes foreign grants, check here

30a (Grants $ ) If this amount includes foreign grants, check here

father program services (attach schedule)

(Grants $ ) If this amount includes foreign grants, check here 31a Po'

Total program service expenses (add lines 28a through 31a) 1110- 32 52,467. •

I ran iv i 6mi. Vi %oil Livi , 1-111v‘i vg, 114.4 ill fu rwY CAIIf7ouYww . List each one even if not compensated (See the nstructons for Part IV)

(a) Name and address (b) Title and average hours

per week devoted to position

(c) Compensation (If not paid, enter

-0-.)

(d) Contributions to employee

benefit plans 8 deterred

compensation

(e) Expense account and

other allowances

NICHOLAS GOLDSBOROUGH, C/O DIRECTOR 1.00 0. 0. 0. SHAKESPEARE THEATRE, 516 8TH ST. SE,

KEN KROZY, C/O KROZY & CO.INC, 197 DIRECTOR/PRES./TREAS. 1.00 0. 0. 0. FIRST AVE, SUITE 300, NEEDHAM, MA

GORDON SHONE, C/O KROZY & CO., INC, DIRECTOR/SECRETARY 1.00 0. 0. 0. 197 FIRST AVE SUITE 300, NEEDHAM,

12-11-08 Form 990-EZ (2008

2008.05000 LANSBURGH THEATRE INC. C/O 13450_02 12521109 756948 13450.050 2

Telephone nolo. (617) 968-3607 ZIP + 4 1.02494

LANSBURGH THEATRE INC. Form 990-EZ 2008) C/O KROZY & COMP C. 06-1343527 Page 3 Part V Other Information (Note the statement requirements in the instructions for Part VI.)

Yes No X X

33 Did the organization engage in any activity not previously reported to the IRS? If Nes,' attach a detailed description of each activity

34 Were any changes made to the organizing or governing documents but not reported to the IRS? H "Yes," *tad', a conformed op py of the changes

35 If the organization had income from business activities, such as those reported on lines 2, 6a, and 7a (among others), but not

reported on Form 990-1, attach a statement explaining your reason for not reporting the income on Form 9904.

a Did the organization have unrelated business gross income of $1,000 or more or section 6033(e) notice, reporting, and proxy

tax requirements?

b If 'Yes; has it filed a tax return on Form 990-T for this year?

36 Was there a liquidation, dissolution, termination, or substantial contraction during the year? If 'Yes,' complete applicable parts of Sch. N

b If Yes; complete Schedule L, Part II and enter the total amount involved 38b N/A 39 Section 501(c)(7) organizations. Enter

a Initiation fees and capital contributions included on line 9 39a N/A b Gross receipts, included on line 9, for public use of club facilities 39b N/A

40a Section 501(c)(3) organizations. Enter amount of tax imposed on the organization during the year under:

section 4911 ■ 0 . ; section 4912 10. 0 . ; section 4955 ► 0 .

b Section 501(c)(3) and (4) organizations. Did the organization engage in any section 4958 excess benefit transaction during the year or

did it become aware of an excess benefit transaction from a prior year? If Nes,' complete Schedule L, Part I

40b

c Enter amount of tax imposed on organization managers or disqualified persons during the year under

sections 4912, 4955, and 4958 ► 0 .

d Enter amount of tax on line 40c reimbursed by the organization ► 0 .

a All organizations. At any time during the tax year, was the organization a party to a prohibited tax shelter

transaction? If Nes,' complete Form 8886-T

41 List the states with which a copy of this return is filed. II. DC 421 The books are in care of ► LANSBURGH THEATRE INC. C/O KROZY

LwatedatI■197 FIRST AVE. SUITE 300, NEEDHAM, MA b At any time during the calendar year, did the organization have an interest in or a signature or other authority

over a financial account in a foreign country (such as a bank account, securities account, or other financial

account)?

If 'Yes,' enter the name of the foreign country; ► See the instructions for exceptions and filing requirements for Form ID F 90-22.1, Report of Foreign Bank and Financial Accounts.

c At any time during the calendar year, did the organization maintain an office outside of the U.S.?

If 'Yes; enter the name of the foreign country: la•

43 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-EZ in lieu of Form 1041 - Check here and enter the amount of tax-exempt interest received or accrued during the tax year

3 4

37 a Enter amount of political expenditures, direct or indirect, as described in the instructions. ► 37a I

b Did the organization file Form 1120-POL for this year?

38a Did the organization borrow from, or make any loans to, any officer, director, trustee, or key employee or were any such loans made

in a prior year and still unpaid at the start of the period covered by this return?

40e

X

X

350 X

35b N/A 36 X

37b X

38a X

► ► 1 43I N/A.

44 Did the organization maintain any donor advised funds? If Nes,' Form 990 must be completed instead of

Form 990-EZ

45 Is any related organization a controlled entity of the organization within the meaning of section 512(b)(13)? If 'Yes; Form 990 must be

completed instead of Form 990-EZ

Form 990-EZ 2008)

832173 12-17-08

3 12521109 756948 13450.050 2008.05000 LANSBURGH THEATRE INC. C/O 13450_02

LANS BURGH THEATRE INC. Form 990-EZ (2008) C/O KROZY & COMPANY, INC. 06-1343527 Page4 Part VI Section 501(c)(3) organizations only. All section 501(c)(3) organizations must answer questions 46-49 and complete the

tables for lines 50 and 51.

46 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public

office? If "Yes," complete Schedule C, Part I

47 Did the organization engage in lobbying activities? If 'Yes,' complete Schedule C, Part II

48 Is the organization operating a school as described in section 170(b)(1)(A)(11)? If °Yes," complete Schedule E

49a Did the organization make any transfers to an exempt non-charitable related organization?

b If -Yes; was the related organization(s) a section 527 organization?

50 Complete this table for the five highest compensated employees (other than officers, directors, trustees and key employees) who each received more than $100,000

of compensation from the organization. If there is none, enter 'None'

(a) Name and address of each employee paid more than $100,000

NONE

(b) Tale and average hours per week devoted to

position

(c) Compensation (D) Contributions

to employee benefit plans &

deferred compensation

(E) Expense account and

other allowances

Total number of other employees paid over $100,000 ► 51 Complete this table for the five highest compensated independent contractors who each received more than $100,000 of compensation from the organization. If there

is none, enter 'None.'

(a) Name and address of each independent contractor paid more than $100,000 (b) Type of service (c) Compensation

Total number of other indepe • ...int infractors/ reci,-"I• over $100,000 OP'

Sign Here

Under - • • - decl • • • i',,,,,, „ , • • . return, ci accompanying scheduies and statements, and to the best of my k led and bel 1 it is true, correct, and •• . - e • motion •,,, iii ••• :„.. o .. )tte on all information of which preparer has any knowledge . .41 4„2„, 1. 1/ /V d' ' ' 4 AIN ../...ir.

Srgnatty of officer e. Alrfr Date

Type or print name d title V,

Paid Preparer's Use Only

Preparer's signature► di L... (A)

Date / l

/i

Check if self- employed 0,1 Preparers Identifying Number (See else )

FlunlitamOuom CBIZ OFIAS a uativoyea), 3 5 0 MASSACHUSETTS A NUE awm""" CAMBRIDGE, MA 02139

EIN )110.

Phone Illi■ no. 617-761-0600 _ _

May the IRS discuss this return with the preparer shown above? See instructions ► I_Xj Yea LI No

Form 990-EZ (2008)

832174 12-17-08


Cl

SCHEDULE A (Form 990 or 990-EZ)

Department of the Treasury Internal Revenue Servtee

Public Charity Status and Public Support To be completed by all section 501(c)(3) organizations and section 4947(aX1)

nonexempt charitable trusts.

Attach to Form 990 or Form 990-EL See separate instructions.

OMB No 1545-0047

2008 Open to Public

Inspection

Name of the organization LANSBURGH THEATRE INC. C/O KROZY & COMPANY. INC.

Employer identification number

06-1343527 Part I I Reason for Public Charity Status (All organizations must complete this part.) (see instructions)

The organization is not a private foundation because rt is (Please check only one organization.)

El 2 El 3 El

A church, convention of churches, or association of churches descnbed in section 170(b)(1)(A)(1).

A school descnbed in section 170(bX1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization descnbed in section 170(bX1)(A)(iii). (Attach Schedule H.)

A medical research organization operated in conjunction with a hospital described in section 170(b)(1XAXiii). Enter the hospital's name,

city, and state*

5 El An organization operated for the benefit of a college or university owned or operated by a governmental unit descnbed in

section 170(b)(1XAXiv). (Complete Part II.)

6 0 A federal, state, or local government or governmental unit described in section 170(b)(1XA)(v).

7 El An organization that normally receives a substantial part of its support from a governmental unit or from the general public descnbed in

section 170(b)(1)(A)(vi). (Complete Part II.)

8 0 A community trust descnbed in section 170(bX1)(A)(vi). (Complete Part II )

9 El An organization that normally receives (1) more than 33 1/3% of its support from contnbutions, membership fees, and gross receipts from

activities related to its exempt functions subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment

income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975.

See section 509(a)(2). (Complete the Part Ill.)

10 CD An organization organized and operated exclusively to test for public safety. See section 509(a)(4). (see instructions)

11 [Id An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or

more publicly supported organizations descnbed in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that

descnbes the type of supporting organization and complete lines 11e through 11h.

a El Type I b 0 Type!! c Type III - Functionally integrated d 0 Type III - Other

eLld By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than

foundation managers and other than one or more publicly supported organizations descnbed in section 509(a)(1) or section 509(a)(2)

f

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III

supporting organization, check this box

g Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (a) and (ii) below,

the governing body of the supported organization?

(ii) A family member of a person descnbed in (i) above?

(iii) A 35% controlled entity of a person descnbed in () or (i) above?

h Provide the following information about the organizations the organization supports.

(i) Name of supported organization

(ii) EIN (iii) Type of organization

(described on lines 1-9 above or IRC section (see instructions))

(iv) Is the organization in col_ (i) listed in your governing document?

(v) Did you notify the organizat on in col. (i) of you support?

(vi) Is the organization in col. (I) organized in the

U.S.?

(vii) Amount of support

Yes No Yes No Yes No

THE SHAKESPEARE 52-14059889 X X X

Total

LHA For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule A (Form 990 or 990-EZ) 2008

832021 12-17-08


4 0

Schedule A (Form 990 or 990-EZ) 2008 Page 2 Part 11 I. Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)

(Complete only if you checked the box on line 5, 7, or 8 of Part 1.)

Section A. Public Support Calendar year (or fiscal year beginning in)►

1 Gifts, grants, contnbutions, and

membership fees received. (Do not

include any "unusual grants 1

2 Tax revenues levied for the organ-

ization's benefit and either paid to

or expended on its behalf . .

3

The value of services or facilities

furnished by a governmental unit to

the organization without charge

4 Total. Add lines 1 -3

5 The portion of total contnbutions

by each person (other than a

governmental unit or publicly

supported organization) included

on line 1 that exceeds 2% of the

amount shown on line 11,

column (1)

6 Public Support, Subtract Me 5 from lose 4

(a) 2004 (b) 2005 (c) 2006 (id) 2007 (e) 2008 (f) Total

ect on f3. f otaf suppo Calendar year (or fiscal year beginning in► (a) 2004

(b) 2005

(c) 2006 7 Amounts from line 4

8 Gross income from interest,

dividends, payments received on

securities loans, rents, royalties

and income from similar sources

9 Net income from unrelated business

activities, whether or not the

business is regularly camed on

10 Other income. Do not include gain

or loss from the sale of capital

assets (Explain in Part IV.)

11 Total support. Add lines 7 through 10

12 Gross receipts from related activities etc. (see instructions)

13

LJ

(d) 2007

121 . .

(e) 2008 (f) Total

First five years. If the Form 990 is fo the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3)

organization, check this box and stop here Section C. Computation of Public Support Percentage

14 Public support percentage for 2008 (line 6, column (t) divided by line 11, column (f)) 14

15 Public support percentage from 2007 Schedule A, Part IV-A, line 26f 15 . . . .

16a 33 1/3% support test - 2008. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box and

stop here. The organization qualifies as a publicly supported organization . 0'1= . . . . . .

b 33 1/3% support test - 2007. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this box

and stop here. The organization qualifies as a publicly supported organization 0'1=

17a 10% -facts-and-circumstances test - 2008. If the organization did not check a box on fine 13, 16a, or 16b, and line 14 is 10% or more,

and if the organization meets the "facts-and-circumstances' test, check this box and stop here. Explain in Part IV how the organization

meets the "facts-and-circumstances" test The organization qualifies as a publicly supported organization

b 10% -facts-and-circumstances test - 2007. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or

more, and rf the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part IV how the

organization meets the 'facts-and-circumstances' test. The organization qualifies as a publicly supported organization . 0.1=1

18 Private foundation. If the organization did not check a box on line 13, 16a, 16b 17a, or 17b, check this box and see instructions *. 1-1

Schedule A (Form 990 or 990-EZ) 2008

832022 12-17-08


Schedule A (Form 990 or 990-EZ) 2008 Page 3

Part III Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I.)

Section A. Public Support Calendar year (or fiscal year beginning in)►

1 Gifts, grants, contnbutions, and

membership fees received (Do not

include any 'unusual grants.')

2 Gross receipts from admissions, merchandise sold or services per-formed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose

3 Gross receipts from activities that

are not an unrelated trade or bus-

iness under section 513

4 Tax revenues levied for the organ-

ization's benefit and either paid to

or expended on its behalf

5 The value of services or facilities

furnished by a governmental unit to

the organization without charge

6 Total. Add lines 1 - 5 .. .

7a Amounts included on lines 1, 2, and

3 received from disqualified persons

b Amounts Inducted on knee 2 and 3 received from other than chsquallfted persons that

exceed the greater of 1% of the total of Imes 0,

10c, 11, and 12 for the year of 85,000

c Add lines 7a and 7b

8 Public support (Subtract Me 7c from hue 61

(a) 2004 (b) 2005 (c) 2006 (d) 2007 (e) 2008 (f) Total

Section B. Total Support Calendar year (or fiscal year beginning inAlio.

9 Amounts from line 6 10a Gross income from interest,

dividends, payments received on secunties loans, rents, royalties and income from similar sources

b Unrelated business taxable income

(less section 511 taxes) from businesses

acquired after June 30, 1975

c Add lines 10a and 10b 11 Net income from unrelated business

activities not included in line 10b, whether or not the business is regularly carried on

12 Other income Do not include gain or loss from the sale of capital assets (Explain in Part IV.) . .

13 Total support (Add lutes 0, 10c, 11, and 12 )

(a) 2004 (b) 2005 (c) 2006 fd) 2007 le) 2008 (f) Total

14 First five years. If the Form 990 is for the organization's first, second, thi d, fourth, or fifth tax year as a section 501(c)(3) organization,

check this box and stop here

Section C. Computation of Public Support Percentage 15 Public support percentage for 2008 (line 8, column (f) divided by line 13, column (f)) 15

16 Public support percentage from 2007 Schedule A, Part IV-A, line 27g 16

Section D. Computation of Investment Income Percentage 17 Investment income percentage for 2008 (line 10c, column (f) divided by hne 13, column (f)) 17

18 Investment income percentage from 2007 Schedule A, Part IV-A, line 27h 18

19a 33 1/3% support tests - 2008. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not

more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization

b 33 1/3% support tests • 2007. If the organization did not check a box on line 14 or line 19a, and hne 16 is more than 33 1/3%, and

line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization

20 Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions *'[.=1

Schedule A (Form 990 or 990-EZ) 2008

832023 12-17-08


►1 1

LANSBURGH THEATRE INC. C/O KROZY & COMPA 06-1343527

FOOTNOTES STATEMENT 1

SCHEDULE A; PART 1, QUESTION 11I

PROVIDES SHAKESPEARE THEATRE WITH ITS HOME THEATRE AT REDUCED RENT AND MAINTAINS THE THEATRE SPACE FOR THE SHAKESPEARE THEATRE'S BENEFIT.

8 STATEMENT(S) 1 12521109 756948 13450.050 2008.05000 LANSBURGH THEATRE INC. C/O 13450_02


RM'990-EZ OCCUPANCY, RENT, UTILITIES AND MAINTENANCE STATEMENT 2

DESCRIPTION AMOUNT

DEPRECIATION 46,501.

TOTAL TO FORM 990-EZ, LINE 14 46,501.



FORM 990-EZ

INFORMATION REGARDING TRANSFERS STATEMENT 3 ASSOCIATED WITH PERSONAL BENEFIT CONTRACTS

A) DID THE ORGANIZATION, DURING THE YEAR, RECEIVE ANY FUNDS, DIRECTLY OR INDIRECTLY, TO PAY PREMIUMS ON A PERSONAL BENEFIT CONTRACT?

[ ] YES [X] NO

B) DID THE ORGANIZATION, DURING THE YEAR, PAY PREMIUMS, DIRECTLY OR INDIRECTLY, ON A PERSONAL BENEFIT CONTRACT? . . [ ] YES [X] NO



10-EZ PG 2 STATEMENT 4

FURTHER PROMOTE DRAMATIC ARTS THROUGH THEATRICAL PRODUCTIONS BY LEASING THEATRE TO NONPROFIT ORGANIZATION AT A REDUCED RATE.


OMB No 1545-0172

2008 Attachment Sequence No 67

Identifying number

Form 4562 Depreciation and Amortization 990-EZ (Including Information on Listed Property)

Department of the Treasury tntemal Revenue Service (95) 1■• See separate Instructions. 110. Attach to your tax return.

Name(a) shown on return Business or activity to which this form relates

LANSBURGH THEATRE INC. C/O KROZY & COMPANY, INC. I Part I I Election To Expense Certain Property Under Sectio

,FORM 990-EZ PAGE 1 79 Note: /f_you have any listed property, complete Part V before

06-1343527 u complete Part I.

1 250,000. 1 Maximum amount See the instructions for a higher limit for certain businesses

2 Total cost of section 179 property placed in service (see instructions)

3 Threshold cost of section 179 property before reduction in limitation

4 Reduction in limitation. Subtract line 3 from line 2 If zero or less, enter -0-

5 Dollar limitation fa tax yea Subtract line 4 horn line 1 If zero or less, enter -0- If married Ii mg separately, see in chats

2

3 800 000. 4

5

6 (a) Descnpt on of prop (b) Cost (business use only) (c) E acted cost

7 Listed property Enter the amount from line 29

8 Total elected cost of section 179 property. Add amounts in column (c), lines 6 and 7

9 Tentative deduction. Enter the smaller of line 5 or line 8

10 Carryover of disallowed deduction from line 13 of your 2007 Form 4562

11 Business income limitation. Enter the smaller of business income (not less than zero) or line 5

12 Section 179 expense deduction Add lines 9 and 10, but do not enter more than line 11

13 Carryover of disallowed deduction to 2009. Add lines 9 and 10, less line 12 ►1 13

Note: Do not use Part ll or Part III below for listed property. Instead, use Part V.

I Part II I Special Depreciation Allowance and Other Depreciation (Do not include listed property.)

14 Special depreciation for qualified property (other than listed property) placed in service dunng the tax year

14

15 Property subject to section 168(f)(1) election

16 Other de ect bon ncludin • ACRS

Part III MACRS Depreciation (Do not include listed property ) (See instructions.)

Section A

10

11

12

9

15

1 657

171 26,844. 17 MACRS deductions for assets placed in service in tax years beginning before 2008

18 If you are electing to group any assets placed to service during the tax year into one or more general asset accounts. check here . IP" Section B - Assets Placed In Service During 2008 Tax Year Using the General Depreciation System

(a) Classification of property (b) Month and year placed in service

(c) Basis for depreciation (busmessanvestment use (e) Convention

only - see instructions) (I) Method (g) Depreciation deduction

19a 3- ear • o•ert

IINOME11111111111111111MORSIIIIMM11111111 Fillignilliallill111111111112M.

IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIMII 11111111111111 11111 1111111111111 IIIIIIIIIII 11111111111111111111111111111111111111.1111111111111111111111111 IIIIIIIIIIIIIIIIIIIIHIIIIIIIIIIIIIIIIIIIIIIIMIII

l ill.M1=.23.

MM ME

b 5- ear •ro•e c 7- ear • ro •e d 10- ear •ro•e e 15- ear •ro•ert

20- ear •ro•e •

h

25- ear • o•ert

Residential rental property

i Nonresidential real property 111111101.1111111111111111.111111 39 rs. 11111!"11111171111 MIIIINI1111111111111111111111 IIMMII sil-

Section C - Assets Placed in Service During 2008 Tax Year Using the Alternative Depreciation System

S/L

S/L

S/L

21

22

46,501.

94,796. Form 4562 (2008)

20a Class life

b 12-year

12 yrs

c 40-year

40 yrs

MM

Part IV Summary (See instructions )

21 Listed property. Enter amount from line 28

22 Total. Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g), and line 21

Enter here and on the appropnate lines of your return. Partnerships and S corporations - see Instr.

23 For assets shown above and placed in service dunng the current year, enter the

portion of the basis attnbutable to section 263A costs

23

LHA For Paperwork Reduction Act Notice, see separate Instructions.

12521109 756948 13450.050 2008.05000 LANSBURGH THEATRE INC. C/O 13450_02 12

Yes

LANSBURGH THEATRE INC. Form 4562 (2008) C/O KROZY & COMPANY, INC. 06-1343527 Page 2

113;iin Listed Property (Include automobiles, certain other vehicles, cellular telephones, certain computers, and property used for entertainment, recreation, or amusement.) Note: For any vehicle for which you are using the standard mileage rate or deducting lease expense, complete only 24a, 24b, columns (a) through lc) of Section A, all of Section 8, and Section C if applicable.

Section A - Depreciation and Other Information Caution: See the instructions for limits for passenger automobiles.)

24a Do you have evidence to support the business/investment use claimed') 1-1 Yes El No 24b If "Yes," is the evidence written? I I Yes El No

(a) Type of property

(list vehicles first )

(b) Date

placed in service

(c) Business/

investment use percentage

(d) Cost or

other basis

(e)

paws far derget4ab°° (business/investment

use only)

(f) Recovery

period

(C) Method/

Convention

(h) Depreciation deduction

(i) Elected

section 179 cost

25 Special depreciation allowance for qualified listed property placed in service dunng the tax year and

used more than 50% in a qualified business use . 25

26 Property used more than 50% in a cualified business use:

27 Property used 50% or less in a qualified business use:

S/L. -

S/L -

28 Add amounts in column (h), Imes 25 through 27 Enter here and on line 21, page 1

28 29 Add amounts in column (0, line 26 Enter here and on line 7, page 1

Section B - Information on Use of Vehicles

Complete this section for vehicles used by a sole proprietor, partner, or other "more than 5% owner,' or related person. If you provided vehicles to your employees, first answer the questions in Section C to see rf you meet an exception to completing this section for those vehicles

30 Total business/investment miles driven during the

year (do not include commuting miles) ,

31 Total commuting miles dnven dunng the year

32 Total other personal (noncommuting) miles

dnven

33 Total miles dnven during the year.

Add lines 30 through 32 34 Was the vehicle evadable for personal use

during off-duty hours? . . 35 Was the vehicle used pnmanly by a more

than 5% owner or related person?

36 Is another vehicle available for personal

use?

(a) Vehicle

(b)

Vehicle

(c)

Vehicle (d)

Vehicle

(e)

Vehicle (f)

Vehicle

Yes No Yes No Yes No Yes No Yes No Yes No

Section C - Questions for Employers Who Provide Vehicles for Use by Their Employees

Answer these questions to determine rf you meet an exception to completing Section B for vehicles used by employees who are not more than 5%

owners or related persons

37 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting, by your

employees?

38 Do you maintain a written policy statement that prohibits personal use of vehicles, except commuting, by your

employees? See the instructions for vehicles used by corporate officers, directors, or 1% or more owners

39 Do you treat all use of vehicles by employees as personal use? . 40 Do you provide more than five vehicles to your employees, obtain information from your employees about

the use of the vehicles, and retain the information received?

41 Do you meet the requirements concerning qualified automobile demonstration use?

1 Part Note: f your answer to 37, 38, 39, 40, or 41 is 'Yes,' do not complete Section B for the covered vehicles

(a) (b) (c) (d) (e) (f) Descriptton of costs Arnattzable code knottuation Amortfzation

OCOSIS amount sea= period or perttalat for this year

42 Amortization of costs that begins during your 2008 tax year.

on

43 Amortization of costs that began before your 2008 tax year

44 Total. Add amounts in column (f) See the instructions for where to report

1310252 11-08-08

43

44

Form 4562 (2008)

2008.05000 LANSBURGH THEATRE INC. C/0 13450_02 12521109 756948 13450.050 13

Number, street, and room or suite no If a P.O box, see instructions

197 FIRST AVENUE, NO. 300 City, town or post office, state, and ZIP code For a foreign address, see instructions

NEEDHAM, MA 02494

He by the

due date for

filing your

return See

instructfons

Check type of return to be filed(file a separate application for each return).

Form 990 0 Form 990-T (corporation)

Form 990-BL Q Form 990-1 (sec. 401(a) or 408(a) trust)

n Form 990-EZ CI Form 990-T (trust other than above)

Form 990-PF n Form 1041-A

I I

I I

In Form 4720

Fonn 5227

El Form 6069

In Form 8870

• v •

Form 8868 (Rev 2009)

Department of the Treasury

internal Revenue Seneca

Application for Extension of Time To File an Exempt Organization Return

OP. File a separate application for each return.

OMB No 1545.1709

• If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box

► • If you are filing for an Additional (Not Automatic) 3-Month Extension, complete only Part II (on page 2 of this form)

Do not complete Part II unless you have already been granted an automatic 3-month extension on a previously filed Form 8868.

I Part I Automatic 3-Month Extension of Time. Only submit original (no copies needed)

A corporation required to file Form 990-T and requesting an automatic 6-month extension - check this box and complete

Part I only ► CI

All other corporations (Including 1120-C filers), partnerships, REMICs, and trusts must use Form 7004 to request an extension of time to file income tax returns

Electronic Filing (e-file). Generally, you can electronically file Form 8868 if you want a 3-month automatic extension of time to file one of the returns noted below (6 months for a corporation required to file Form 990-T) However, you cannot file Form 8868 electronically rf (1) you want the additional (not automatic) 3-month extension or (2) you file Forms 990-BL, 6069, or 8870, group returns, or a composite or consolidated Form 990-T. Instead, you must submit the fully completed and signed page 2 (Part II) of Form 8868. For more details on the electronic filing of this form, visit www rs govlefile and click on e-file for Charities & Nonprofits

Type or

print

Name of Exempt Organization


Employer identification number

06-1343527

LANSBURGH THEATRE INC. C/O KROZY & • The books are in the care of 110- 197 FIRST AVE , SUITE 300 , NEEDHAM, MA - 02494

Telephone No 00. 617 968-3607 FAX No. Illo• • If the organization does not have an office or place of business in the United States, check this box ►

1

• If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN)

box Illo• I If it is for part of the group, check this box Or. In and attach a list with the names and EINs of all members the extension will cover

If this is for the whole group, check this

1 I request an automatic 3-month (6-months for a corporation required to file Form 990-T) extension of time until

AUGUST 15, 2009 , to file the exempt organization return for the organization named above. The extension

is for the organization's return for

► Lx.J calendar year 2008 or

00.0 tax year beginning

2 If this tax year is for less than 12 months, check reason rl Initial return 0 Final return 0 Change in accounting penod

3a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, Enter the tentative tax, less any

nonrefundable credits See instructions b If this application is for Form 990-PF or 990-T, Enter any refundable credits and estimated

tax payments made Include any prior year overpayment allowed as a credit c Balance Due. Subtract line 3b from hne 3a Include your payment with this form, or, it required,

deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System)

See instructions.

3a

3b

3c N/A

Caution. If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 8879-EO for payment instructions.

LHA For Privacy Act and Paperwork Reduction Act Notice, see Instructions. Form 8868 (Rev. 4-2009)

823831 03-11-09

, and ending

15480511 756948 13450.050 2008.03051 LANSBURGH THEATRE INC. C/O 13450_01

Form 8868 Rev, 4-2009 Pate 2

• If you are filing for an Additional (Not Automatic) 3-Month Extension, complete only Part!! and check this box

Note. Only complete Part 11 if you have already been granted an automatic 3-month extension on a previously filed Form 8868.

• If you are filing for an Automatic 3-Month Extension, complete only Part I (on page 1).

Part Ii Additional (Not Automatic) 3-Month Extension of Time. Only file the

Name of Exempt Organization


onginal (no copies needed).

Employer Identification number

06-1343527 prTYP

int

or

File by the sxtencx/

due date for filing the return see

i'9im i"3"

Number, street, and room or suite no. If a P.O. box, see instructions. 1 7 FIRST AVENUE, NO. 300

For IRS use only

City, town or post office, state, and ZIP code. For a foreign address, see instructions.

NEEDHAM , MA 02494 Check type of return to be filed (File a separate application for each return):

I X I Form 990 El Form 990-EZ In Form 990-T (sec. 401(a) or 408(a) trust) ED Form 1041-A 1-1 Form 5227 Fl Form 8870

ri Form 990-BL 71 Form 990-PF ni Form 990-T (trust other than above) El Form 4720 Fl Form 6069

STOPI Do not complete Part II if you were not already granted an automatic 3-month extension on a previously filed Form 8868.

LANSBURGH THEATRE INC. C / 0 KROZY Sc • The books are in the care of PP- 197 FIRST AVE , SUITE 300 , NEEDHAM , MA - 02494

Telephone No Illo- ( 617) 9 68-360 7 FAX No. ► • If the organization does not have an office or place of business in the United States, check this box .. ...

• If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . If this is for the whole group, check this

box ► El . If it is for part of the group, check this box Poi 1 and attach a list with the names and EINs of all members the extension is for.

4 I request an additional 3-month extension of time unto NOVEMBER 15 , 200 9. 5 For calendar year 2008 , or other tax year beginning , and ending

6 If this tax year is for less than 12 months, check reason: El Initial return Ell Final return Change in accounting penod

7 State in detail why you need the extension

ADDITIONAL TIME IS NEEDED TO GATHER THE REQUIRED INFORMATION FOR A COMPLETE AND ACCURATE RETURN.

Ba If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any

nonrefundable credits. See instructions.

b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated

tax payments made. Include any prior year overpayment allowed as a credit and any amount paid

previously with Form 8868.

c Balance Due. Subtract line 8b from line 8a. Include your payment with this form, or, if required, deposit

with I-I U cou on or if wed b usin. EFTPS Electronic Federal Tax Pa ent S tem . See instructions. 8c N A Signature and Verification

Under penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete, an I am thor t prepare this form. de

823832 05-26-09

11080811 756948 13450.050 2008.04010 LANSBURGH THEATRE INC. C/O 13450_01

I I

8b

Signature ► t.1 L Title OP- C Befell/. e /..)-88‘301

F rm (Rev. 4-2009)

EXHIBIT 17


ACTION OF BOARD OF DIRECTORS BY WRITTEN CONSENT

As of August 14, 2001

The undersigned, being all of the Directors of Lansburgh Theater, Inc., a District of

Columbia not-for-profit corporation (the "Corporation"), in accordance with Section 29-599.1 of

the District of Columbia Code, DO HEREBY TAKE the following votes, AND CONSENT to

the adoption of the following votes, AND CONSENT that such actions shall be deemed to have

been adopted as, and shall have the same force and effect as, actions and votes duly taken and

adopted at a duly called and held meeting of the Board of Directors of the Corporation at which a

quorum was present and acting throughout:

RESOLVED: That all action taken since the last Board of Directors meeting of the Corporation by an officer of the Corporation, on behalf of the Corporation, by written consent, in his/her capacity as such officer be, and they hereby are, ratified, adopted and approved.

RESOLVED:

RESOLVED:

That Sam Sweet be, and he hereby is, removed without cause as a director of the Corporation.

That the following persons be, and they hereby are, elected to serve as directors of the Corporation in accordance with the By-laws, each such person to hold office until the next annual meeting of the directors and until his/her successor has been duly elected and qualified or his/her earlier resignation, removal or death:

Graham Gund Michael M. Davis Christine Dietze

TACorp\jue\gg\lanshurghdir01 doc

RESOLVED: That the following persons be, and they hereby are, elected to serve as officers of the Corporation in accordance with the By-laws, each such person to hold office until the next annual meeting of the directors and until his/her successor has been duly elected and qualified or his/her earlier resignation, removal or death:

President: Graham Gund

Vice President: Kenneth Krozy

Treasurer: Graham Gund

Secretary: Joel R. Carpenter

The undersigned further direct that this Written Consent shall take effect immediately and

shall be filed with the Minutes of the Meetings of the Board of Directors of the Corporation.

This Consent may be executed in two or more counterparts, each of which shall

constitute an original and all of which, when taken together, shall constitute but one instrument

which shall become effective as of the date hereof when copies hereof, which when taken

together bear the signatures of each of the signatories h

TACorP\ille\gg\lansburghdirOl.doe

EXHIBIT 18



? ,2005

The undersigned, being the sole remaining Director of Lansburgh Theater, Inc, a District

of Columbia not-for-profit corporation (the "Corporation"), who is authorized to appoint

directors who are not designated to serve as such by the Corporation's Supported Organization,

in accordance with paragraph 4(b) of Article IV of the By-laws and Section 29-599.1 of the

District of Columbia Code DOES HEREBY TAKE the following vote, AND CONSENTS to the

adoption of the following vote, AND CONSENTS that such action shall be deemed to have been

adopted as, and shall have the same force and effect as, actions and votes duly taken and adopted

at a duly called and held meeting of the Board of Directors of the Corporation at which a quorum

was present and acting throughout:

RESOLVED: That Ken Krozy is elected to serve as a director of the Corporation to fill the vacancy created by the resignation of Graham Gund, and that he hold said office until the next annual meeting of the directors and until his successor has been duly elected and qualified or his earlier resignation, removal or death.

The undersigned further directs that this Written Consent shall take effect immediately

and shall be filed with the Minutes of the Meetings of the Board of Directors of the Corporation.

Michael M. Davis

130438446: 11

EXHIBIT 19

Ken Krozy



, 2005

The undersigned, being the sole remaining Director of Lansburgh Theater, Inc, a District

of Columbia not-for-profit corporation (the "Corporation"), who is authorized to appoint

directors who are not designated to serve as such by the Corporation's Supported Organization,

in accordance with paragraph 4(b) of Article IV of the By-laws and Section 29-599.1 of the

District of Columbia Code DOES HEREBY TAKE the following vote, AND CONSENTS to the

adoption of the following vote, AND CONSENTS that such action shall be deemed to have been

adopted as, and shall have the same force and effect as, actions and votes duly taken and adopted

at a duly called and held meeting of the Board of Directors of the Corporation at which a quorum

was present and acting throughout:

RESOLVED: That Gordon Shone is elected to serve as a director of the Corporation to fill the vacancy created by the resignation of Michael M. Davis, and that he hold said office until the next annual meeting of the directors and until his successor has been duly elected and qualified or his earlier resignation, removal or death.

The undersigned further directs that this Written Consent shall take effect immediately

and shall be filed with the Minutes of the Meetings of the Board of Directors of the Corporation.

(B0438550;1)

EXHIBIT 20



As of March 14, 2006

The undersigned, being all of the Directors of Lansburgh Theater, Inc., a District of

Columbia not-for-profit corporation (the "Corporation"), in accordance with Section 29-599.1 of

the District of Columbia Code, DO HEREBY TAKE the following votes, AND CONSENT to

the adoption of the following votes, AND CONSENT that such actions shall be deemed to have

been adopted as, and shall have the same force and effect as, actions and votes duly taken and

adopted at a duly called and held meeting of the Board of Directors of the Corporation at which a

quorum was present and acting throughout:

RESOLVED: That all action taken since the last Board of Directors meeting of the Corporation by an officer of the Corporation, on behalf of the Corporation, by written consent, in his/her capacity as such officer be, and they hereby are, ratified, adopted and approved.

RESOLVED: That the following persons be, and they hereby are, elected to serve as officers of the Corporation in accordance with the By-laws, each such person to hold office until the next annual meeting of the directors and until his/her successor has been duly elected and qualified or his/her earlier resignation, removal or death:

President: Kenneth Krozy

Treasurer: Kenneth Krozy

Secretary: Gordon Shone

The undersigned further direct that this Written Consent shall take effect immediately and

shall be filed with the Minutes of the Meetings of the Board of Directors of the Corporation.

{B0500161 ; 1}




together bear the signatures of each of the signatories hereto, shall have been signed.

Nicholas T. Goldsborough

Gordon Shone

1-30500161;





Kenneth Krozy

Gordon Shone

(130500161; 1}

n Shone





Kenneth Krozy

Nicholas T. Goldsborough

{B0500161 I.}

EXHIBIT 21

LANSBURGH THEATER, INC,

, 2010

The annual in eting of the Directors of the Lansburgh Theater, Inc. (the "Corporation") was held on /Jet" -44.4i 1,3 , 2010 to discuss and vote on certain matters, including the election of directors and officers and the adoption of a certain governance policies. There were present the following directors: Kenneth Krozy, Gordon Shone and Chris Jennings, constituting all of the Directors of the Corporation.

As an initial matter, directors Kenneth Krozy and Gordon Shone, on a motion duly made and seconded, together,

RESOLVED: That it is hereby confirmed that Chris Jennings, heretofore designated by the Shakespeare Theatre Company to serve as its representative on the Board of Director of the Corporation, has been so serving and has been elected to serve as a director of the Corporation effective January 1, 2008, to fill tht vacancy created by the resignation of Nicholas T. Goldsborough which was effective January 1, 2008.

Following the above resolution, and after full discussion and on a motion duly made and seconded, the Directors unanimously,

RESOLVED: That all votes and resolutions taken since January 1, 2008 by the directors of the Corporation be, and they hereby are, ratified, adopted and approved.

RESOLVED: That all actions taken since January 1, 2008 by on officer of the Corporation, on behalf of the Corporation, in hi.; capacity as such officer be, and they hereby are, ratified, adoptec and approved.

RESOLVED: That the following persons be, and they hereby are, elected to serve as directors of the Corporation in accordance with the By-laws, each such person to hold office until the ucxt annual meeting of the directors and until his successor has been duly elected and qualified or his earlier resignation, removal or d,-„ath:

Kenneth Krozy Chris Jennings Gordon Shone

{B1208946; 1)

/

Respectively ubrxiitted,

Secretary

RESOLVED: That the following persons be, and they hereby art:, elected to serve as officers of the Corporation in accordance with the By-laws, each such person to hold office until the next annual meeting of the directors and until his successor has been duly elected and qualified or his earlier resignation, removal or death:

President: Kenneth Krozy Treasurer: Kenneth Krozy Secretary Gordon Shone

RESOLVED: That the By-laws of the Corporation be, and the same hereby are, amended to add the following paragraph 10 — A to Article IV, enabling the directors to attend meetings by conference telephone:

"10 - A. Presence Through Communications Equipment. Members of the Board of Directors or any Committee of the Board may participate in a meeting of such Board or Committee by means of a conference telephone, video or similar communications equipment by means of which all persons participating it the meeting can hear each other at the same time and participation by such means shall constitute presence in person at such meeting."

RESOLVED:

RESOLVED:

That the 2011 budget for the Corporation, in the form attached hereto, he and the same hereby is, approved.

That the policies regarding conflicts of interest, whistleblower protection and document retention and destruction, in the brms attached hereto, be and the same hereby are, approved as standing policies of the Corporation.

B120S946; 1)

CONFLICTS OF INTEREST POLICY

{B1208946;1)


POLICY AND PROCEDURES REGARDING CONFLICTS OF INTEREST

Section 1. Purpose. The purpose of this conflict of interest policy and the procedures hereunder is to protect the interests of Lansburgh Theater, Inc. (the "Corporation") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director or key employee of the Corporation or might result ix a possible excess benefit transaction.

This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit organization such as the Corporation.

Section 2. Procedures. Any director, officer or key employee who has a financial interest in a contract or other transaction presented to the Board or a committee thereof for authorization, approval, or ratification ("interested person") shall make a prompt and full disclosure of his interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to the interested person about the contract or transaction, which might reasonably be construed to be adverse to the Corporation's interest.

A person who has disclosed a financial interest in a transaction or arrangement may abstain from participating in the matter. If such interested person does iot abstain, the members of the body to which such disclosure is made (with the interested person absent) shall thereupon determine whether the disclosure shows that a conflict of interest exist or can reasonably be construed to exist. If the interested person abstains or if a conflict is deemed to exist, the chairperson of the Board or committee, in his sole discretion, may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or .carangement. If the transaction or arrangement in which an interested person abstains or a conflict of interest has been determined to exist is nonetheless presented for authorization, approval, or ratification, the interested person shall not vote on, nor use his personal influence on, nor participate (other than to present factual information or to respond to questions) in, the discussions or deliberations with respect to such contract or transaction. Such interested person may be counted in determining whether a quorum is present but may not be counted or be present in the room when the Board or a committee thereof deliberates and takes action on the transaction.

Any vote by the disinterested members of the Board or committee in favor of the transaction must be based on a determination that the transaction or arrangement is in the Corporation's best interest, for its own benefit, and that it is fair and reasonable. Minutes shall be taken at a meeting during which a vote on the transaction takes plaee and shall reflect (a) the name of the interested person, the nature of the financial interest, whether the interested person abstained or any action taken to determine whether a conflict of interest was present, and the decision as to whether a conflict of interest existed if one was made; and (b) the names of the persons present for discussions and votes relating to the transaction or arrangement, the content

(81198663;1)

of the discussion, including alternatives to the proposed transaction or arrangement, if appropriate, and a record of any votes taken in connection with the proceedings.

Section 3. Compensation. a. A voting member of the governing ooard or a member of any committee who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.

b. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compenSation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 4. Definition of Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;

b. a compensation arrangement with any entity or individual with which the Corporation has a transaction or arrangement; or

c. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a trar.saction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

Notwithstanding this definition of financial interest, with respect to any proposed grant to or transaction with the supported organization of the Corporation, currently the Shakespeare Theatre Company located in Washington, D.C. (the "Supported Organization"), a director, officer or key employee of the Corporation shall not be deemed to have a financial interest in the Supported Organization merely by reason of serving, with or without compensation, as a director, officer or employee of, or advisor or consultant to, such Supported Organization.

Section 5. Supplemental Guidelines and Procedures. The directors ms-y from time to time institute, amend and revoke supplemental guidelines and procedures relating to the Corporation's Conflicts of Interest Policy.

(B1198663;1)

WHISTLEBLOWER POLICY

(81208946;1)


Whistleblower Policy

The Lansburgh Theater, Inc. (the "Corporation") wishes to maintain high standards of

conduct and ethics. Therefore, it is important that any individual working with the Corporation

as an officer or volunteer feels free to bring any concern regarding the activities or conduct of the

Corporation to the Board of Directors. It is further the policy of the Corporation to strictly forbid

that any action be taken against a person who raises concerns regarding the conduct of the

Corporation or any individual acting on its behalf. Specifically no action in the nature of

retaliation or any other action harmful to a person or that person's lawful employment or

livelihood shall be taken by reason of the person providing to any law r-Tiforcement officer any

truthful information relating to the Commission or possible Commission of any federal offense

by the Corporation or any person acting on its behalf.

{131199189;1)

DOCUMENT DESTRUCTION POLICY

{B1208§46;


Document Destruction Policy

Lansburgh Theater, Inc. (the "Corporation") acknowledges its responsibility to preserve

information relating to litigation, audits and investigations. The Sarbanes-Oxley Act of July 30,

2002 (the "Act"), makes it a crime to alter, cover up, falsify or destroy any document to prevent

its use in an official proceeding, Failure on the part of directors, officers or employees to adhere

to the requirements of the Act can result in possible civil and criminal sanctions against the

Corporation and/or those acting on its behalf. It is the policy of the Corporation to adhere to the

requirements of the Act. Therefore, the directors, officers and employe es have an obligation to

make the full board of directors aware of a potential or actual litigation, external audit,

investigation or similar proceeding involving the Corporation that may have an impact on the

records retention schedule of the Corporation set forth on the attached sheet.

(81399093;1)

Lansburgh Theater, Inc, Document Retention Schedule

The following table provides the minimum requirements for the retention of the Corporation's records.

Type of Document Minimum Re. uirement Accounts payable ledgers and schedules 7 years Audit reports Permanently Bank Reconciliations 2 years Bank statements 3 years Checks (for importantpayments and purchases) Permanently Contracts, o gage notes and leases (expire) 7 years Contracts (still in effect) Permanently Correspondence g e al 2 years Correspondence (legal and important,matters) Permanently Correspondence (with customers and vendors) 2 years Deeds, mortgagzes, and bills of sale Permanently

Permanently Depreciation Schedules Duplicate deposit slips 2 years

3 years 7 years

Employment applications Expense Analyses/expense distribution schedules Year End Financial Statements Permanently Insurance Policies (expired) 3 years

Permanently Insurance records, current accident reports, claims, policies, etc. Internal audit reports 3 years Inventories of products,materials, and supplies 7 years Invoices (to customers, from vendors) 7 years Minute books, bylaws and charter Permanently Patents and related Papers Permanently Payroll records and summaries 7 years Personnel files (terminated emplo)ee 7 years Retirement and pension records Permanently

Permanently 7 years

Tax returns and worksheets Timesheets Trademark registrations and copyrights Permanently

7 years Withholding tax statements

PROPOSED BUDGET

(81208946;1)

Lansburgh Theater Inc

Budget for 2011

Cash Receipts:

Rent Income 70,000 A

Interest Income 1,000

Total Receipts 71,000

Cash Disbursements:

Legal and Accounting 7,500

Legal - Lease 10,000

Improvements - attached 62,450

Total Disbursements 79,950

Net Cash Flow (8,950)

Cash Beginning 655,893

Cash Ending 646,943

A The amount is for budgeting purposes only and may vary significantly.

The lease expires on July 31, 2011 therfore the rent for the 2011/2.012

season has yet to be determined. It is expected that a lease will be

consumated during the 2011 calendar year.

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EXHIBIT 22

GOVERNMENT OF THE DISTRICT OF COLUMBIA DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS

CORPORATIONS DIVISION

CERTIFICATE

THIS IS TO CERTIFY that the attached is a true and correct copy of the documents for this entity as shown by the records of this office.


IN TESTIMONY WHEREOF I have hereunto set my hand and caused the seal of this office to be affixed as of 04/25/2012

Business and Professional Licensing Administration

PATRICIA E. GRAYS Superintendent of Corporations Corporations Division

Vincent C. Gray Mayor

Tracking 4: LD7F85MRH4

(Page 1 or 2)

;i Rese-t.,Form N.. Print Form

;...--r,

,C; 1 I III - g III

N •- DEPARTMENT OF CONSUMER Et REGLI LATORY AFFAIRS 14 District of Columbia Government

Corporations Division

- . • • Form BRA-28. Veitioh 2, July 2010: . . • ,-- , ..• . Two-Year Report fOr DomeSio 84,Foreigh Non-Profit CorporatiOn

Year of Filing: 2009

File Number: 920696 Use this form to file a two:year report for a domestic or foreign non-profit corporation.

Date of Filing: 11/15710

Filing Fee: 82.50

1. Entity Name.

LANSBURGH THEATRE INC.

2. Organized under the laws of which state or country.


3. If this is a foreign corporation, address of principal office in state or country where it organized.

C/O KROZY & COMPANY, INC. 197 FIRST AVENUE, STE 300, NEEDHAM, MA 02494

4. Name of Registered Agent and address of registered office in DC.

GUNWYN/LANSBURGH DEVELOPMENT CORPORATION, 450 SEVENTH ST., NW, WASHINGTON, DC 20004

5. Brief statement of business affairs conducted in DC. . .

PROVIDES SHAKESPEARE THEATRE WITH ITS HOME THEATRE AT REDUCED RENT AND MAINTAINS THE THEATRE SPACE FOR THE SHAKESPEARE THEATRE'S BENEFIT.

6. If this is domestic corporation, address of principal office in DC.

450 SEVENTH ST., NW, WASHINGTON, DC 20004

7. List all corporation directors and officers (attach list if needed) TITLE I NAME ADDRESS .1

DIRECTOR CHRIS JENNINGS C/O SHAKESPEARE THEATRE, 516 8TH ST. SE WASHINGTON, DC 20003

DIR./PRESITREAS. KEN KROZY C/O KROZY & CO., INC„ 197 FIRST AVE, NEEDHAM, MA 02494 DIR./ SECRETARY GORDON SHONE UO KROZY & CO., INC., 197 FIRST AVE, NEEDHAM, MA 02494

FOREIGN.NON-PROFIT CORPORATIONS: ANSWER 8-10 8. Date Organized 9 Term of existence authorized 10. Is corporation in good standing in state / country where it is

organized? ■ Yes ❑ No

11. Select corporate officer executing this form:

a President / Vice-President ❑ Secretary / Assistant Secretary

❑ Treasury / Assistant Treasury

12. Signature

'r 1"Ar

If you sign anywhere on the Two-Year Report Form, you agree that you understand that anyone who makes a false statement anywhere on it can be punished by criminal penalties of a fine up to $1000, imprisonment up to 180 days, or both, under DCOC § 22-2405.

Mail:all forms and required paymentito; Department of Consumer and Regulatory Affairs Corporations Division PO Box 92300 Washinglon,DC 20090 II; ne: 0 44 -4400

, ,t r ,

_...s --9

AMP

declaration of christopher jennings

Documents

internal revenue

alcoholic

constructed

high quality

ken krozy

gross square

applicable

gunwynlansburgh