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HomeMy WebLinkAboutPZ - Signatory authority DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 LIMITED LIABILITY COMPANY AGREEMENT OF AVILA EAGLE GROVE, LLC THIS LIMITED LIABILITY COMPANY AGREEMENT OF AVILA EAGLE GROVE, LLC (this "Agreement") is made and entered into as of August 27, 2021 (the "Effective Date"), by and between TE AMO, LLC, a Washington limited liability company ("Sponsor"), AVILA MERIDIAN MM,LLC, a Delaware limited liability company("Strategic Member")and AVILA MERIDIAN, LLC, a Delaware limited liability company("Investor"). RECITALS A. The Members have formed Avila Eagle Grove, LLC as a limited liability company (the "Company"), pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as the same may be amended from time to time (the "Act"); and B. The Members deem a limited liability company agreement to be necessary and advisable to set out their agreement as to the conduct of business and the affairs of the Company, and desire to enter into this Agreement. NOW, THEREFORE, the parties hereby agree as follows: ARTICLE I FORMATION AND PURPOSE OF COMPANY; DEFINITIONS. Section 1.1 Formation. As of the Effective Date, the Company has been formed by the filing of a certificate of formation with the Secretary of State of the State of Delaware. The Company shall be operated as a limited liability company under the Act, subject to the provisions set forth in this Agreement. Section 1.2 Name. The Company's business shall be conducted solely under the name of"Avila Eagle Grove, LLC". Section 1.3 Term. The term of the Company shall be from the date hereof until the Company is dissolved as hereinafter provided. Section 1.4 Purpose. The purpose of the Company shall be to acquire,entitle,maintain, finance,market, sell and otherwise use the Property for profit and to engage in all activities related thereto. The business of the Company may be conducted directly by the Company or through direct wholly-owned and managed subsidiaries of the Company (the "Company Subsidiaries"). Section 1.5 Registered Office; Registered Agent; Principal Office. The address of the registered office of the Company shall be 3500 South Dupont Highway, Dover, Delaware 19901, or such other place as the Members may from time to time designate. The name of its registered agent at such address is Incorporating Services,Ltd.,or such other registered agent as the Members DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 may from time to time designate. The principal office of the Company shall be at the address set forth below the name of Sponsor on the signature pages at the end of this Agreement, or at such other place as the Members shall agree. Section 1.6 Definitions. The following terms shall have the respective meanings set forth below. Refer to the "Index of Defined Terms" attached hereto for other terms used in this Agreement. "Administrative Member" initially means Sponsor, acting in the capacity as the initial Administrative Member of the Company, or any successor Administrative Member designated in its place pursuant to Section 7.1.4. "Affiliate" of a person or entity (or words of similar import, whether or not capitalized) means (a) any officer, director, executive, employee, trustee, shareholder, manager, member, partner or relative within the second degree of kindred of the person or entity in question;or(b) any corporation, partnership, limited liability company, trust or other person or entity controlling, controlled by or under common control with the person or entity in question (whether directly or indirectly through one or more intermediaries). However,the Company shall not be deemed to be an Affiliate of any Member. For the purpose of this definition and the definition of Sponsor Ownership/Control Requirement, "control" means the possession, directly or indirectly, of the power to decide,affirmatively(by direction)or negatively(by veto),the management and policies, whether through the ownership of voting securities or by contract or otherwise. Without limitation on and in addition to the foregoing, each of Sponsor, Administrative Member (for so long as Sponsor or its Affiliate is Administrative Member) and the Key Individuals shall each be deemed to be Affiliates of each other. Notwithstanding the foregoing, however, Hayden Homes shall not be considered an Affiliate of Sponsor hereunder. "Applicable Rate" means an effective rate of sixteen percent (16%) per annum (i.e., one and thirty-three one hundredths percent(1.33%)per month). "Bad Conduct" means (a) acts or omissions constituting gross negligence, willful or wanton misconduct, fraud,misappropriation, intentional misrepresentation or bad faith relating to the Company or the Project or arising out of the performance of the applicable person's or entity's duties under this Agreement or any Collateral Agreement, (b) failure of Sponsor(in its capacity as Member or Administrative Member)to comply with any requirements under Section 6.1.2, and/or (c) a felony conviction involving moral turpitude or dishonesty of the applicable person or entity. "Bankruptcy/Dissolution Event" with respect to a person or entity, means the commencement or occurrence of any of the following with respect to such person or entity: (a) a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b)the appointment of (or a proceeding to appoint) a trustee or receiver of any property interest; (c) an attachment, execution or other judicial seizure of (or a proceeding to attach, execute or seize) a substantial property interest; (d) an assignment for the benefit of creditors; (e)the taking of, failure to take, or submission to any action indicating(after reasonable investigation)an inability to meet its financial obligations as they accrue; or (f) insolvency, dissolution or liquidation; provided, however, that (except for purposes of Section 2.1.1 C,as to which this proviso shall not apply)an event described 2 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 in clause (a), (b) or (c) shall not be included if the same is (i) involuntary and not at any time consented to, (ii) contested within thirty (30)days of commencement and thereafter diligently and continuously contested, and(iii) dismissed or set aside, as the case may be,within ninety(90)days of commencement. "Business Agreement" means any consulting agreement, deed, access agreement, loan agreement,mortgage,easement,covenant,restriction,development agreement or other agreement, contract or instrument at any time or times affecting the Property,the Company, or all or a portion of any of their respective assets. "Business Plan"means the business plan attached hereto as Exhibit"B",as the same may be replaced or modified from time to time in accordance with this Agreement. "Claim/Loss" means any obligation, liability, claim (including any claim for damage to property or injury to or death of any persons), lien or encumbrance, loss, damage, cost or expense (including any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action,proceeding or claim, including appellate proceedings, and any collection or enforcement costs). "Collateral Agreement" means any agreement, instrument, document or covenant concurrently or hereafter made or entered into under, pursuant to, or in connection with this Agreement by one or more of Investor, the Company, and their respective Affiliates, on the one hand, and one or more of Sponsor, the Key Individuals and their respective Affiliates, on the other hand, and any certifications made in connection herewith or therewith or amendment or amendments made at any time or times heretofore or hereafter to any of the same. "Company Percentages" means the respective percentages set forth opposite each Member's name on Exhibit "E". "Cure Period" means (a)ten(10) Business Days after written notice to a defaulting Member or Affiliate specifying the nature of a default or breach under this Agreement or Collateral Agreement, in connection with a monetary default that is not a Noncurable Default; (b)thirty (30) days after written notice to a defaulting Member or Affiliate specifying the nature of a default or breach under this Agreement or Collateral Agreement, in connection with a non-monetary default that is not a Noncurable Default (provided, however, that if such non-monetary default cannot reasonably be cured within such thirty (30) day period, and such defaulting Member promptly commences the cure of such default and diligently pursues such cure to completion, then such thirty(30) day period shall be extended to the extent reasonably necessary, but in no event after the date that is sixty(60) days after such written notice); and (c)no period at all for a Noncurable Default. "Draw Request Package"shall include any of the following,unless otherwise directed by Strategic Member: (a) a title insurance update with supporting endorsements which discloses no matters adversely affecting the Property, (b) a signed certificate by Sponsor (in its capacity as a Member and Administrative Member) certifying that (i) the representations and warranties contained in this Agreement and in the Collateral Agreements remain true and correct, (ii)no default exists on the part of Sponsor or any of its Affiliates under this Agreement, any Collateral 3 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 Agreement or any Business Agreements, (iii) such additional funds will be used solely for the purpose of paying obligations owing as shown on the attached documentation and no item(s) for which payment is requested has(have)been the basis for any prior disbursement,and(iv) all other matters set forth in the Draw Request Package are true and correct, (c) a written report on the progress of obtaining the Final Entitlements, which shall include, without limitation, (A) the conformity thereof with the Business Plan and the Project Milestones, (B)the cost to complete the Project in comparison with the then approved Project Budget (together with an explanation as to the source of funding), a description of the amounts expended by the Company to date in connection with the Property among the specified line item(s) of the Project Budget, and the percentage of work completed, (d)unconditional lien waivers with respect to any work identified in any prior Contribution Request, (e) conditional lien waivers with respect to any payment identified in the applicable Contribution Request, (f) the name, address and federal employer identification number of each contractor, subcontractor,materialmen, architect, engineer, supplier and consultant employed as with respect to the Project, (g) invoices for materials, consultants, and soft costs, and (h) such other instruments and documents as Strategic Member may from time to time reasonably specify, in form and content, and containing such certifications, approvals and other data and information. "Final Entitlements" means, collectively, all entitlements and other governmental and quasi-governmental approvals from the Project State, Project County and Project City have been obtained for the Project,such that,upon the payment of the standard fees,the Company may obtain a final map,market and sell the Project in accordance with the Business Plan, and all appeal, legal challenge and rehearing periods have expired without the filing of or request for any such appeal, legal challenge or rehearing. The Final Entitlements shall include, without limitation, final approval of(a) any approvals required under the law of the Project State; (b) any development agreements; (c) any concept plan approvals; (d) any design review/site plan approvals; (e) no Hazardous Substances are on, in, at or about the Property, and (f) approval and recordation of preliminary plats, final plats, and/or parcel maps for the purpose of creating a sufficient number of legally subdivided parcels to implement the Business Plan, all of which shall be subject to conditions of approval acceptable to Strategic Member, in its discretion. "Hazardous Substances" means collectively (a) those substances included within the definitions of or identified as solid wastes, special wastes, hazardous chemicals, hazardous waste, hazardous substances, hazardous materials, toxic substances or similar terms in or pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. § 9601, et seq.) ("CERCLA"), Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901, et seq.) ("RCRA"), the Occupational, Safety and Health Act of 1970 (29 U.S.C. § 651, et seq.) ("OSHA"), the Hazardous Materials and Transportation Act (49 U.S.C. § 1801, et seq.) ("HMTA"), Clean Water Act, 33 U.S.C. § 1321, et seq., or Clean Air Act (42 U.S.C. § 7401, et seq.), all as amended at any time, and all regulations promulgated pursuant to such laws, (b)those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by the EPA as hazardous substances (40 CFR Part 302 and amendments thereto), (c) any material, waste or substance which is or contains petroleum or petroleum-related products, including,without limitation, crude oil or any fraction thereof,natural gas, synthetic gas usable for fuel or any mixture thereof, asbestos or asbestos-containing materials, polychlorinated biphenyls, flammable explosives,radioactive materials or(d) such other substances,materials and wastes,which are or become regulated or classified as a hazardous,toxic, solid or a special waste, 4 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 under any federal, state, county, municipal or other local environmental laws now in effect or promulgated in the future. "Initial Budgeted Amount" means an amount as shown on Exhibit "B". "Key Individuals"means each of Hayden Watson and Dennis Murphy. "Knowledge"means, with respect to any Person, to the best of such Person's knowledge, after exercising due care to investigate such matters. "Member" means each person or entity who (a) is an initial signatory to this Agreement or has been admitted to the Company as a Member in accordance with the express provisions set forth in this Agreement and (b)has not resigned, withdrawn, been expelled or, if other than an individual, dissolved. "Noncurable Default" means a default that cannot be cured and includes each of the following: (a) a breach constituting Bad Conduct, (b) a breach of an obligation if there have been two (2)prior breaches of such obligation or a similar obligation within the immediately preceding one (1) year period (or if longer, the period during which the obligation arose on the three most recent prior occasions),and/or(c) taking action on behalf of the Company that is beyond the scope of authority established by this Agreement, if the damages or the amount in controversy exceeds Ten Thousand Dollars ($10,000). "Person" whether such term is capitalized or uncapitalized, means, any individual or entity,including a corporation,partnership,association,limited liability company,limited liability partnership,joint-stock company, trust, unincorporated association, government or governmental agency or authority. "Project" means, as contemplated by the Business Plan, (a) the approval for the Project Quantity of legally subdivided "market rate" single-family residential lots on the Property and (b)the approval for the other amenities, on-site improvements and off-site improvements. The Project's marketing name is tentatively"Eagle Terrace." "Project Budget"means the project budget attached hereto as Exhibit "B",which project budget shall be included as part of the Business Plan, as the same may be modified from time to time with the written approval of the Members under Sections 5.1.213. The costs in the Project Budget shall be set forth in line items with such specificity and detail as Strategic Member may require. "Project City"means Meridian, Idaho. "Project County"means Ada County. "Project Milestones"means the tasks and objectives which are scheduled to be completed by the corresponding dates in the Project Schedule. "Project Quantity" means ninety six (96) or such other greater or lesser amount as may be reasonably determined by Administrative Member with the consent of Strategic Member. 5 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 "Project Revenue"means the net revenue actually received by the Company upon the sale of a final plat ready-to-record a subdivision of single-family residential lots, net of any commissions, closing costs and enforcement or pursuit costs. If the purchase price payable by the buyer is evidenced by a promissory note or other deferred payments, such amount shall not constitute Project Revenue until actually received by the Company net of any enforcement or pursuit costs. "Project Schedule"means the schedule for completing the Project set forth in the Business Plan. "Project State"means the State of Idaho. "Property" means that certain real property commonly known as Assessor Parcels, #R8970710010 and#R8970710025, located in the Project City. The Property is more particularly described in Exhibit "A". "Requirements" means this Agreement, the Collateral Agreements, the Business Plan (including the Project Budget and the Project Schedule), the Business Agreements, as the same may be amended in accordance with this Agreement, and any then applicable laws. "Sponsor Ownership/Control Requirement" as of any particular date means that (a) no Key Individual is the subject of a Bankruptcy/Dissolution Event; (b)the Key Individuals continue to collectively have direct or indirect control over Sponsor; and(c)the Key Individuals are actively involved in the management and affairs of the Project,Company and Sponsor. Ownership of direct or indirect interests in Sponsor by any member of the immediate family of a Key Individual (or trust established for the benefit of such member) shall be treated as if owned by such Key Individual for purposes of this Agreement. "Tax Appendix" is defined in Section 9.1 and attached hereto as Exhibit "D". ARTICLE II ACQUISITION OF PROPERTY/REPRESENTATIONS &WARRANTIES Section 2.1 Purchase Agreement. Sponsor shall enter into a Purchase Agreement to purchase the Property and assign the Purchase Agreement to or otherwise transfer ownership thereof to the Company(such agreement, the "Purchase Agreement"). 2.1.1 Conditions to Closing Date Contribution. Without limitation on the other provisions in this Agreement, each Member's obligation to make contributions to the Company in connection with the closing on the Property under the Purchase Agreement (the "Closing") is conditioned upon the satisfaction of the following conditions. A. Satisfaction of Conditions under Purchase Agreement. (i) Each condition to the obligation of the Company to purchase the Property under the Purchase Agreement shall have been satisfied in full or waived with the 6 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 written consent of Strategic Member, as determined in its discretion, and no event has occurred which would allow the Company to terminate the Purchase Agreement (including without limitation, a failure of conditions, a breach by seller of the Property thereunder, a condemnation or a casualty). (ii) Without limiting the foregoing, no material adverse change shall have occurred or be reasonably anticipated by Strategic Member which will impact the completion of the Project or the marketing or sale of the Project. B. Each of Sponsor and its Affiliates shall have performed, or shall have caused the Company to perform, in all material respects, all undertakings and agreements which were required to be performed by Sponsor or such Affiliate under this Agreement or any Collateral Agreement on or prior to the date on which the Closing is to occur(the"Closing Date"). All representations and warranties made by Sponsor and its Affiliates in this Agreement and each Collateral Agreement shall have been true and correct in all material respects when made and shall continue to be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date. No breach shall have occurred on the part of Sponsor or its Affiliate (which, to the extent permitted to be cured, has not been timely cured)prior to the Closing Date. C. At no time on or before the Closing Date shall a Bankruptcy/Dissolution Event have occurred by,against or with respect to Sponsor or any Affiliate thereof. The Sponsor Ownership/Control Requirement shall continue to be satisfied. D. Sponsor shall have obtained a commitment from the title company referenced in the Purchase Agreement (the "Title Company") pursuant to which the Title Company has agreed in writing to irrevocably and unconditionally issue to the Company an ALTA extended coverage owner's title insurance policy in form policy approved by Strategic Member, effective as of the date and time of the Closing Date, with those endorsements, affirmative coverage and reinsurance or co-insurance agreements as requested by Strategic Member, and showing fee title to the Property being vested in the Company subject only to the exceptions that have been approved by the Company the"Permitted Exceptions." Sponsor's Affiliate shall have delivered to the Title Company such indemnity agreements, affidavits and other assurances and agreements required by the Title Company to issue the title policy and endorsements required by Strategic Member(including, without limitation, the non-imputation indemnity). E. Strategic Member shall have received and approved, at or prior to the Closing Date, in form and substance satisfactory to Strategic Member in its discretion: (A) each item of diligence with respect to the Project reasonably requested by Strategic Member; (B) each item of diligence with respect to Sponsor and Affiliates of Sponsor reasonably requested by Strategic Member and certified to Strategic Member by Sponsor as being true and correct; and(C) such judgment, lien, litigation,tax and bankruptcy searches with respect to the Property, the seller of the Property, Sponsor and such Affiliates of Sponsor which may be parties to any Collateral Agreements. Section 2.2 Representations,Warranties and Covenants of Sponsor. Sponsor represents and warrants the following to Strategic Member and Investor, and each such representation and warranty shall be true as of the Effective Date: 7 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 2.2.1 Due Authorization, Execution and Formation. This Agreement, and all agreements, instruments and documents herein provided to be executed or to be caused to be executed by Sponsor or an Affiliate of Sponsor are duly authorized, executed and delivered by and are binding upon the same. Each of Sponsor and any Affiliate of Sponsor executing documents in connection herewith is a corporation,partnership or limited liability company,duly formed,validly existing and in good standing under the laws of the state of its formation. Each of Sponsor and any Affiliate of Sponsor executing documents in connection herewith is duly authorized and qualified to enter into and to do all things required of it under this Agreement and the Collateral Agreements it is executing in connection with this transaction (including compliance with all applicable doing business laws). Neither this Agreement, any Collateral Agreement nor any agreement, document or instrument executed or to be executed in connection with the same, nor anything provided in or contemplated by this Agreement or any such other agreement, document or instrument,breaches, invalidates, cancels,makes inoperative or interferes with, or results in the acceleration or maturity of, or requires any consent or authorization that has not been obtained under, any contract, agreement, lease, easement, right or interest, law or regulation to which Sponsor or the Property is subject. Neither Sponsor nor any Affiliate of Sponsor is controlled by, funded by or employ any individual, the identity of whom could subject the Company, Strategic Member, Investor or their respective Affiliates to liability under the USA PATRIOT Improvement and Reauthorization Act of 2005, as amended or other legislation governing relationships with transactional counter-parties. 2.2.2 Full Disclosure. To Sponsor's Knowledge, Sponsor has made a full and complete disclosure of all material information within Sponsor's possession and control regarding the Property and the Project. 2.2.3 Project Budget. The Project Budget was prepared in good faith, and to Sponsor's Knowledge, sets forth a commercially reasonable budget for the completion of the Project and the operation of the Company. Further, the Project Budget is materially consistent with the pro-forma Business Plan and profit projections. 2.2.4 Laws, Agreements and Orders. To Sponsor's Knowledge, Sponsor's execution, delivery and performance of this Agreement does not conflict with, violate or result in a breach of(i) any law, regulation, writ, order, injunction, decree, determination or award of any court, any other governmental authority or arbitrator, with respect to Sponsor or any Affiliate, or (ii) any term of a material agreement or instrument to which Sponsor is a party or is otherwise bound. 2.2.5 Litigation. There are no actions, suits, proceedings or investigations pending, or to Sponsor's Knowledge, threatened, against or affecting Sponsor or any of its Affiliates which could, if adversely determined, materially increase the Company's expense of acquiring the Property and/or completing the Project or affect either the Company or such Sponsor's ability to perform its obligations under this Agreement. Sponsor does not currently contemplate any litigation by the Company against any Person. 2.2.6 Indemnification. Sponsor shall indemnify, defend, and hold the Company and each other Member (and each Affiliate of the other Members acting at the behest of the Member) harmless from and against all claims, actions, demands, obligations, liabilities, losses, 8 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 costs and expenses (including, without limitation, attorneys' fees and costs) paid or accrued prior to the Effective Date in connection with any inaccuracy in, or breach, of any representation and warranties made by Sponsor, to the fullest extent provided or allowed by the laws of the State of Delaware; provided, that no indemnification will be given to any Member in respect of acts or omissions which constitute gross negligence, willful misconduct or a breach of the implied duty of good faith and fair dealing by such Member as determined by a court of competent jurisdiction pursuant to a final judgment. Section 2.3 Representations and Warranties of Other Members. Each Member (other than Sponsor) hereby represents and warrants to Sponsor, the Company, and each of them, as follows: this Agreement and all agreements, instruments and documents herein provided to be executed or to be caused to be executed by such Member are duly authorized, executed and delivered by and are and will be binding upon the same. Such Member is a corporation,partnership or limited liability company duly formed, validly existing and in good standing under the laws of the state of its formation. Such Member is duly authorized and qualified to enter into and to do all things required of it under this Agreement and the Collateral Agreements it is executing in connection with this transaction (including compliance with all applicable doing business laws). Neither this Agreement nor any agreement, document or instrument executed or to be executed in connection with the same, nor anything provided in or contemplated by this Agreement or any such other agreement, document or instrument, breaches, invalidates, cancels, makes inoperative or interferes with, or results in the acceleration or maturity of, or requires any consent or authorization that has not been obtained under, any contract, agreement, lease, easement, right or interest, law or regulation,to which such Member is subject(other than as a result of its entry into this Agreement). Neither such Member nor any Affiliate of such Member is controlled by, funded by or employ any individual, the identity of whom could subject the Company, Sponsor or their respective Affiliates to liability under the USA PATRIOT Improvement and Reauthorization Act of 2005,as amended or other legislation governing relationships with transactional counter-parties. There are no actions, suits, proceedings or investigations pending, or to such Member's Knowledge, threatened, against or affecting such Member or any of its Affiliates which could, if adversely determined, materially increase the Company's expense of acquiring and entitling the Project or affect either the Company or such Member's ability to perform its obligations under this Agreement. ARTICLE III CAPITALIZATION AND LOANS BY MEMBERS. Section 3.1 Initial Capital Contributions. Each Member shall contribute the initial amounts as shown on Exhibit "E". Section 3.2 Additional Capital Contributions by Members. In addition to the contributions made pursuant to Section 3.1, but subject to the limitations hereinafter set forth in this Agreement, each Member shall contribute from time to time its pro rata share (based on its Company Percentage) of the capital required to meet the financial obligations of the Company after the Company acquires the Property. Each contribution under this Section 3.2 is herein called a "Subsequent Contribution". All Subsequent Contributions shall be made in accordance with 9 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 Section 3.3, unless otherwise approved by Strategic Member. Notwithstanding the foregoing or the provisions of Section 3.1, without Strategic Member's consent,which it may provide or not in its discretion, no Member shall be required to make any contributions to the Company if(a) the amount of such contribution is not reflected in a line item of the approved Project Budget, not contemplated by the Business Plan or otherwise not in conformance with this Agreement, (b) any information contained in the Draw Request Package is untrue or incorrect, or (c) the amount required by the Company is a cost for which Sponsor is responsible under Section 5.7, at its sole cost and expense. In addition, notwithstanding anything to the contrary herein, no Member shall be required to make any contribution if, after making such capital contribution, the total capital contributions made by such Member would exceed such Member's Maximum Contribution Amount. Section 3.3 Contribution Requests.Time Periods. If Administrative Member reasonably anticipates that there will be capital requirements to fund a Subsequent Contribution, Administrative Member shall submit a written contribution request to the Members describing such capital requirements and meeting the requirements of this Section 3.3 ("Contribution Request")at least fifteen(15)days prior to the first day of the applicable calendar month in which such Subsequent Contribution will be made. 3.3.2 Form and Compliance. Each Contribution Request shall be in a form approved by Strategic Member, and shall (a) describe the portion of expenditures for such month anticipated to be funded from available Company funds; (b) describe the portion of expenditures for such month which is to be funded by contributions from the Members; (c) describe each Member's required contribution; (d)be drawn for purposes permitted under the Business Plan and this Agreement and be in an amount consistent with the line items of the Project Budget; and (e) otherwise be a complete Draw Request Package. 3.3.3 Frequency. Except as provided in the following sentence, Administrative Member may submit Contribution Requests for Subsequent Contributions no more frequently than once each month. However, Administrative Member may submit Contribution Requests more often than as provided in the prior sentence if(x) Strategic Member has given its prior written consent in each instance or(y)there is an emergency,in which event Administrative Member shall immediately notify each Member in writing. 3.3.4 Strategic Member Requests. Strategic Member shall have the right at any time, but not the obligation, to deliver (or instruct Administrative Member to deliver) a Contribution Request. Strategic Member shall not be required to comply with the requirements in Section 3.3.1, 3.3.2 or 3.3.3. Sponsor shall be deemed to have approved any Contribution Request issued by Strategic Member (or at Strategic Member's request) pursuant to this Section 3.3.4; provided, however, that the amount set forth in the Contribution Request shall be for Necessary Expenditures or reflected in the then approved Project Budget. 3.3.5 Deposit of Contributions. After a Contribution Request has been approved by Strategic Member (in each case, an "Approved Capital Contribution"), each Member shall contribute to the Company in the case of a Subsequent Contribution, an amount equal to such Member's Company Percentage times the Approved Capital Contribution by depositing such amount into the "Operating Account" (as hereinafter defined) within ten (10) days after such 10 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 Contribution Request is deemed an Approved Capital Contribution. Notwithstanding the foregoing, Strategic Member may require that the amounts necessary to fund the Approved Capital Contribution be funded within a shorter period of time, in Strategic Member's discretion, if Strategic Member determines that such capital contribution is necessary or desirable in connection with the operation of the Company,including,without limitation, any amounts required to pay any liens or claims encumbering the Property. 3.3.6 Use of Contributions. Administrative Member acknowledges that the Project Budget restricts disbursements to line items in cost categories (subject to the deviations permitted under Section 5.3.2). Unless otherwise approved or directed by Strategic Member in writing, the contributions made pursuant to Section 3.1, Section 3.2 and Section 3.3 shall be used in conformity with the applicable Contribution Request and the Requirements. Each Contribution Request submitted by Administrative Member shall constitute Administrative Member's representation and warranty to the Members and the Company that all contributions made to date pursuant to Contribution Requests submitted by Administrative Member as well as those Contribution Requests being currently requested by Administrative Member were and will be utilized in compliance with the applicable Contribution Requests and in compliance with the Requirements,unless Administrative Member has notified the Members in writing to the contrary and Strategic Member has approved such deviation in writing. Section 3.4 Election of Remedies. If a Member (the "Non-Contributing Member") fails to make its share of any required capital contribution under Section 3.1, Section 3.2 or Section 3_3 within the prescribed time periods, then the portion thereof not contributed by such Non- Contributing Member will be referred to herein as a"Deficiency". In the event of a Deficiency, if the other Members have timely made their share of such required capital contribution (each, a "Contributing Member"), they may, in their discretion, within sixty (60) days after the date the Deficiency was required to be contributed, (A) revoke (and withdraw) their share of such contribution, in which event such capital contribution shall be deemed cancelled and the Contributing Members' shares refunded to them, or (B) loan to the Non-Contributing Member such Deficiency by depositing the same into the Operating Account. If the Contributing Members fail, within the prescribed time period, to deposit the Deficiency into the Operating Account, then they shall be deemed to have elected to proceed under clause (A) above and the Company shall promptly return (or cause Escrow Agent to promptly return) to the Contributing Members their share of such contribution. If there is more than one Contributing Member,the decision of Investor or Sponsor shall control the foregoing, and if both Investor and Sponsor are Contributing Members, their joint decision shall be required to act. 3.4.1 Default Loan. If the Contributing Members proceed under clause (B) of Section 3.4 above, then the Non-Contributing Member shall be deemed to have contributed the Deficiency to the Company and the loan (which shall be called a "Default Loan") shall bear interest at the Applicable Rate and shall be due and payable by the Non-Contributing Member to the Contributing Members(or their Affiliates, as the case may be)in full(together with all interest which has accrued thereon) on the date which is ten (10) days after the date on which the Contributing Members deposited such funds in the Operating Account(or with Escrow Agent) as the case may be. If a Contributing Member so elects, in its discretion, the Contributing Member may permit an Affiliate to make the Default Loan to the Non-Contributing Member. Notwithstanding the provisions of Section 4.1 or any other provisions of this Agreement or any 11 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 Collateral Agreement, the sum of(a) all distributions which would otherwise be made to the Non- Contributing Member under this Agreement, and (b) any fees, reimbursements or other amounts which would be payable to the Non-Contributing Member and/or any of its Affiliates under this Agreement or any Collateral Agreement shall be paid instead to the Contributing Members (or their Affiliates) that make such Default Loan until the Default Loan (and all interest thereon) has been paid in full. Any such payments and distributions shall be deemed to have been paid or distributed (as the case may be) to the Non-Contributing Member (or such Affiliate) and then turned over in payment of such Default Loan (and shall not be treated as distributions to the Contributing Members for any purpose under this Agreement). All payments shall be applied first to interest and then to principal. If the Applicable Rate exceeds the maximum rate(the"Maximum Rate") permissible under law, the Non-Contributing Member hereby agrees that the amount payable with respect to the Default Loan in excess of the amount which would have been payable had the Default Loan accrued interest at the Maximum Rate shall be deemed a payment of damages to the Contributing Members arising from the Non-Contributing Member's failure to perform its obligations under this Agreement, and such payment shall not be treated as an interest payment accruing on the Default Loan. 3.4.2 Dilution. If a Non-Contributing Member fails to repay to the Contributing Members any Default Loan in full within ten(10) days following the making of the Default Loan, each Contributing Member may elect at any time thereafter, by written notice to the Non- Contributing Member,to convert its portion of the Default Loan(including all accrued and unpaid interest thereof) into an additional capital contribution, whereupon the Non-Contributing Member's Company Percentage (and its capital account) shall be adjusted pursuant to this Section 3.5.2 as of the day on which the Contributing Member makes such conversion election. In such an event,the contribution of such funds shall be treated as an additional capital contribution to the Company by the Contributing Member. To the extent a Contributing Member elects to convert its Default Loan and the unpaid interest accrued thereon into an additional capital contribution pursuant to this Section 3.4.2, the following shall apply: A. The Company Percentage of the Non-Contributing Member shall be reduced (but not below zero) by an amount equal to the product of(A) one and seventy-five one hundredths (1.75), multiplied by (B) a fraction, expressed as a percentage, (x) the numerator of which is the amount of the additional capital contribution which such Non-Contributing Member fails to contribute and which is converted to a capital contribution by the Contributing Member and(y)the denominator of which is the aggregate of all of the capital contributions made or to be made by the Members up to and including such time,including the amount of the additional capital contribution which such Non-Contributing Member failed to make and which are converted to capital contributions of the Contributing Member hereunder. B. The Company Percentage of the Contributing Member shall be increased by the amount of the reduction in the Company Percentage of the Non-Contributing Member; and C. The capital accounts of the Members shall be adjusted as provided in the Tax Appendix. 12 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 Section 3.5 Exclusivity of RemediesAdministrative Member. If the Non-Contributing Member or its Affiliate is the Administrative Member,the rights of the Company and its Members pursuant to Section 3.4 and Section 7.1 shall be deemed the sole and exclusive remedies for a failure of such Member to make a required capital contribution. 3.5.2 Other Members. With respect to other Members, the remedies set forth in Section 3.4 shall be deemed the sole and exclusive remedy for a failure of such Member to make a required capital contribution. Section 3.6 Member Loans. No loan to the Company shall be made by a Member without the prior written consent of Sponsor and Strategic Member. Section 3.7 Maximum Member Funding. 3.7.1 In no event shall a Member be required to contribute capital or pay any other amounts under this Agreement to the Company,or any Member to the extent that such contribution or payment would cause the sum of the aggregate contributions and payments made by such Member to exceed the amount as shown on Exhibit "E" (the "Maximum Contribution Amount"); provided, however, that a Member may increase its Maximum Contribution Amount as determined by such Member in its sole discretion. 3.7.2 The Members intend to form an additional entity to invest in an additional property in the Project City and engage in a project with respect thereto that is similar to the Project contemplated hereunder(the"Additional Project"). Each Member agrees that upon its admission to such additional entity as a member, its Maximum Contribution Amount hereunder shall be reduced by the maximum contribution amount of such Member under the limited liability company agreement(or similar agreement) of such additional entity(the"Additional Entity Agreement"). Administrative Member shall make appropriate adjustments under this Agreement as may be necessary or appropriate to effect the intent of this Section 3.7.2, including adjustments to the respective Company Percentages of each Member set forth on Exhibit"E". The Members intend to treat the Project and the Additional Project as a single venture for purposes of their respective capital contributions with respect thereto and therefore agree that Administrative Member and Strategic Member may mutually consent in writing to further adjust the Members' Maximum Contribution Amounts as may be necessary or advisable to allocate funds between the Project and the Additional Project; provided that, in no event shall a Member be required to contribute any amount under this Agreement or the Additional Entity Agreement that exceeds in the aggregate the Maximum Contribution Amount initially set forth opposite such Member's name on Exhibit "E" without the specific written consent of such Member. ARTICLE IV DISTRIBUTIONS. Section 4.1 Distributions. Subject to Sections Section 4.2,5.1.2J, Section 7.1,7.1.3 and 7.1.4, each distribution of"Distributable Cash" (i.e., the amount of cash Sponsor and Strategic Member jointly approve as being available for distribution, after taking into account the future 13 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 capital requirements or reserves of the Company and any restrictions under the loan documents of the Company) shall be made to the Members in proportion to their Company Percentages. Section 4.2 Timing of Distributions. Except as otherwise directed by Strategic Member, (a) distributions of Distributable Cash with respect to a sale, financing or other capital event shall be distributed within one (1)business day after such capital event or as soon thereafter as is reasonably practicable, and(b) distributions of all other Distributable Cash shall be made on a monthly basis within ten (10) days of the end of each calendar month. At Strategic Member's request, distributions of proceeds from a capital event may be made directly from the closing (whether through a closing escrow or otherwise) of such capital event. If a distribution is to be made, Sponsor, at Strategic Member's request, shall prepare a Periodic Report if the then current Periodic Report does not coincide with the timing of the distribution,and the Periodic Report shall include a calculation by Administrative Member of the amount of the distribution amount for such month and a calculation by Administrative Member of the respective distributions to the Members pursuant to this Article IV (such calculation of the distributions to be made as of the date when the distribution amount is anticipated to be distributed by the Company). Administrative Member's calculation shall not be binding and may be modified by Strategic Member any time thereafter if Strategic Member determines that Administrative Member's calculation does not conform to the Requirements. Section 4.3 Distributions of Capital. Except as expressly provided in this Agreement, no Member shall be entitled to withdraw capital or to receive distributions of or against capital without the prior written consent of, and upon the terms and conditions agreed upon by, each of Sponsor and Strategic Member. Each Member shall look solely to the assets of the Company for return of such Member's capital contributions. Section 4.4 Limitation on Distributions. Notwithstanding any other provision of this Agreement, neither the Company, nor Administrative Member on behalf of the Company, shall make a distribution to a Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law. ARTICLE V POWERS, RIGHTS AND DUTIES OF MEMBERS. Section 5.1 Authority of Members. Management of the Company shall be vested in Administrative Member and Strategic Member in accordance with this Agreement. 5.1.1 Administrative Member. Except as otherwise provided in this Agreement and subject to Section 5.1.2, Administrative Member shall have the duty and authority, on behalf of the Company, to do all things appropriate to the accomplishment of the purposes of the Company, subject to and in accordance with the Business Plan and the other Requirements. Administrative Member shall keep Strategic Member fully informed regarding all material matters relating to the Company,and their respective operations and assets(and such other specific matters as Strategic Member may reasonably request from time to time),including,without limitation,any deviation from the Business Plan or the Project Budget,and shall so consult with Strategic Member 14 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 on a monthly basis and at all reasonable times requested by Strategic Member, and without limitation on the foregoing, shall promptly inform Strategic Member with respect to any major or significant matters, including Major Decisions, so that Strategic Member may exercise its rights under this Agreement. 5.1.2 Major Decisions. Each of the following matters ("Major Decisions") shall require the prior written approval of Administrative Member and Strategic Member (and may be proposed by either Administrative Member or Strategic Member): A. The adoption of, and any supplement to, revision of, or deviation from the Business Plan in any material respect, and any activity by the Company which is inconsistent with the Business Plan in any material respect and any expenditure by the Company which is inconsistent with the Business Plan. B. Without limitation on subsection A above,but subject to Section 5.3 the adoption of, and any supplement to, or revision of, the Project Budget, and the form of, and procedures relating to, draw requests. C. Without limitation on subsection A above, but subject to Section 5_3, any deviation from or expenditure inconsistent with the Project Budget (or the entry into any agreement requiring such deviation or expenditure). D. The entry into any agreement relating to the Company or any of its respective assets, which provides for a term greater than three (3) months (unless terminable by the Company without cause or penalty upon thirty (30) days' notice to the other party) or contemplates an aggregate amount to be spent by the Company under such agreement in excess of Twenty Five Thousand Dollars($25,000)(and a series of related agreements for amounts less than Ten Thousand Dollars ($10,000) shall be construed as a single agreement for purposes of this subsection D); or any termination or material modification to any of the foregoing. E. Any lease of the Property (or any portion thereof) and the terms thereof, or any termination or material modification of any such lease. F. Any action or agreement with respect to any new projects or acquisition of any real property by the Company other than the Property. G. Any capital transaction(including any sale, ground lease, financing or refinancing of the assets of the Company or any portion thereof), and the terms thereof, including, without limitation, sales prices, deposits, origination fees and rates. H. Any agreement to be entered into in respect of, or any information to be provided in connection with, any capital transaction, including, without limitation, purchase agreements, deeds, closing statements, financing documents, rate lock agreements, swap agreements, pledges, mortgages, security interests, encumbrances and other documents involving any of the assets of the Company. I. Any agreement or other transaction or allocation among the Company and any Member(s); and any agreement, compensation or reimbursement to, or other 15 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 transaction with a Member or any Affiliate of a Member or any other person or entity with which a Member or any of its Affiliates has a significant business relationship. J. The amount of, whether and when to make, contributions, distributions and Member loans to the Company and the determination of the amount of reserves to be maintained by the Company. K. Any litigation, arbitration or settlement involving the Company, or any of their respective assets, or any confession of any judgment on behalf of the Company. L. All income or other accounting elections, tax elections, tax returns and tax audits. M. The engagement of (or termination of) contractors, brokers, architects, attorneys, consultants and accountants. N. The determination(and any material modification or termination)of what zoning, variances, map approvals, entitlements, permits or other governmental approvals to obtain for the Property and what payments and obligations (including concessions by, and restrictions on, the Company or any of their respective assets or the Property) will be incurred in connection therewith. O. The insurance program (and any material modification or termination thereof) for the Company, including insurers, coverage and policy amounts. P. The filing on behalf of the Company (where the Company is the debtor) of any petition, or consent to the appointment of a trustee or receiver or any judgment or order, under state or federal bankruptcy laws. Q. Any guarantee, indemnity, reimbursement agreement, subdivision bond, indemnity bond or surety bond by the Company. R. The plans and specifications relating to the Project, including, without limitation, any grading plans,utility plans,roadway plans and architectural plans. S. Any development or construction on the Property. T. The sale of all or any portion of the Property. U. The commencement of marketing efforts relating to the sale of all or any portion of the Property and other press releases relating to the Company or Property. V. The employment of employees of the Company(it being understood that the Company is not anticipated to have any employees and Sponsor is to have its own employees). 16 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 W. Any easements, covenants, conditions and restrictions, reciprocal easement agreements, deed restrictions or other similar agreements relating,restricting,benefiting or impacting the Property. X. Any community facility districts, landscaping maintenance districts or similar financing mechanisms relating to, restricting, encumbering or benefiting the Property, including the terms thereof and the documents relating thereto. Y. Any applications, information, agreements, budgets or reports entered into or submitted to any governmental authority pertaining to the Property (including, without limitation,the applications and budgets submitted to the real estate regulatory authority in the Project State and any submittals made to any environmental regulatory authority in connection with the environmental condition of the Property). Z. Subject to the provisions of Section 7.1.4, and as otherwise expressly permitted in this Agreement, admission of a person or entity as a Member, manager or otherwise to the Company; the merger or consolidation of the Company with any other entity. AA. A loan by the Company to any Member or any other person or entity. BB. Distribution of any property in kind. CC. Any transaction or matter that is not in the ordinary course of the business of the Company. The foregoing clauses under this Section 5.1.2 are intended to be independent(so that, for example, if the Project Budget is changed to provide for a contract under Section 5.1.2B, then the contract remains subject to approval under Section 5.1.2D). In addition, the fact that such event is contemplated by the Business Plan shall not relieve Administrative Member of its obligation to obtain consent for a Major Decision(for example, consent shall be required to enter into a contract to sell all or any portion of the Property even though the sale is contemplated by the Business Plan). 5.1.3 Determination of Major Decisions. Each of Administrative Member's and Strategic Member's determination of a Major Decision shall be made by such Member in its discretion. Each such Member shall notify (which notifications may be accomplished by email) the other such Member in writing of its approval or disapproval of any Major Decision within three (3) Business Days after notice from the requesting Member(the "Proposing Member"). If such Member does not notify the Proposing Member of its approval or disapproval within such applicable time period, then such Member shall be deemed to have disapproved the action proposed to be taken by the Proposing Member. 5.1.4 Disapproval of Major Decision; Override Rights. A. If Administrative Member or Strategic Member disapproves (or is deemed to have disapproved) of a Major Decision (a "Disapproving Member"), the Proposing Member may request that the Disapproving Member meet in good faith, for a period of fifteen(15) 17 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 days, to resolve such disagreement. In addition, subject to any limitations set forth in Article X, the Proposing Member shall have the rights to implement a Forced Sale under Article X. B. Notwithstanding anything contained in this Agreement to the contrary, if (a) a Material Change has occurred, and (b) Strategic Member and Administrative Member do not agree in writing on any Major Decision for a period of fifteen (15) days (but if a decision must be made in order to meet a deadline or Strategic Member otherwise determines in its good faith judgment that a matter is urgent, then such period shall be reduced to three (3) Business Days), then after written notice from Strategic Member: (1) the decision of Strategic Member regarding such Major Decision shall be final and binding on the Company and not subject to any challenge or appeal; (2) Strategic Member shall have the right, acting alone, to require Sponsor(in its capacity as Member or Administrative Member)to implement such Major Decision on behalf of the Company; and (3) such Major Decision (which has been approved by Strategic Member on behalf of the Company) shall be deemed to have been approved by Administrative Member and Strategic Member. The determination of whether a Material Change has occurred shall be made by Strategic Member. If Administrative Member disagrees with Strategic Member's determination, Administrative Member shall comply with this Section 5.1.4B, and neither Sponsor nor Administrative Member shall attempt to obtain injunctive relief or other remedy available in equity to interfere with or delay the implementation of Strategic Member's decision. As used herein, a "Material Change" shall be deemed to have occurred upon the occurrence of any of the following events: (i) The work which is required to be completed by any Project Milestone has not been completed by such Project Milestone, or Strategic Member,in the exercise of its reasonable discretion, determines that the work which is required to be completed by any Project Milestone will not be completed by such Project Milestone; (ii) The cost to complete the Project as determined by Strategic Member, in the exercise of its reasonable discretion, is anticipated to exceed the Initial Budgeted Amount by ten percent(10%) or more; (iii) Hazardous Substances are discovered on, under or at the Property; (iv) Any litigation or action is commenced with respect to the Property by a third party or any governmental entity, and Strategic Member, in the exercise of its reasonable discretion, estimates that the damages may exceed Twenty Five Thousand Dollars ($25,000) or more; (v) Any condemnation preceding is pending which will prohibit the ability to get approval for all of the Project Quantity of single-family residential lots comprising the Project or will otherwise materially impair the value of the Property; (vi) Any person has commenced foreclosure proceedings on the Property; or 18 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 (vii) Based on an Appraisal of the Property, the value of the Property is less than Ninety Five percent (95%) of the value of the Property reflected in the Business Plan. 5.1.5 Required Signatures. Strategic Member's signature (or a written consent granting Administrative Member sole authority to sign) shall be required for all contracts (including documents related to the sale, financing or transfer of any portion of the assets of the Company) entered into by or on behalf of the Company; provided, however, that, only Administrative Member's signature will be required for contracts and agreements relating to work on the Project that are both (a)provided for in the Project Budget, and (b)permitted to be entered into without the consent of Strategic Member under Section 5.1.21). 5.1.6 Affiliate Transactions. Notwithstanding anything to the contrary herein, if there is a contract between the Company,on the one hand,and Administrative Member or Strategic Member or an Affiliate of such Member, on the other hand, then that Member as between Administrative Member and Strategic Member who is not (and whose Affiliate is not) a party to such contract (the "Non-Contracting Member") shall have the right unilaterally (but not the obligation) to make any decision by the Company (as party to the contract) to exercise any right or remedy by reason of a default under, or terminate, extend, modify or agree to a waiver or forbearance of, such contract. Any other approval, consent or other determination to be made by the Company under such contract shall be subject to the approval of both Administrative Member and Strategic Member. If a contract with an Affiliate is terminated, any substitute contract shall be with a third party approved by Administrative Member and Strategic Member or with an Affiliate of the Non-Contracting Member. 5.1.7 Additional Strategic Member Rights. In addition to other rights of Strategic Member, Strategic Member and its agents and representatives shall have the right, at any time and from time to time, upon reasonable notice (which shall not be deemed to require notice of more than two (2) Business Days) and during normal business hours to: A. inspect the Property or other assets of the Company; B. review (i) the books and records required to be maintained under this Agreement and the Collateral Agreements, and(ii) any information and reports relating to the management, operations, policies or strategies of the Property or other assets of the Company; C. obtain on behalf of and at the expense of the Company an appraisal of the Property (an"Appraisal"); D. discuss, provide advice and consult with Administrative Member with respect to the business, financial and other operations of the Company and any other matters materially affecting the business and affairs of the Company and submit business proposals or suggestions to Administrative Member from time to time with the requirement that one(1)or more members of the management of Administrative Member, discuss such proposals or suggestions with Strategic Member within a reasonable period after such submission; and 19 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 E. call meetings with Administrative Member(which shall be attended in person or by telephone conference by one (1) or more members of Administrative Member's management). Section 5.2 Budget Deviations and Cost Overruns. 5.2.1 Reallocation between Line Items. Except as provided in Section 5.2.2, the consent of Strategic Member to an expenditure payable to an unrelated third parry exceeding the amount specified for such expenditure in a particular line item of the Project Budget shall not be required. 5.2.2 Prohibited Reallocations. In no event shall (a) any amounts be reallocated by Administrative Member to increase any line items relating to the purchase price of the Property, (b) any amounts be reallocated by Administrative Member to increase any line items relating to fees or other amounts payable to Sponsor or any of its Affiliate, (c) any amounts in the line items relating to the purchase price of the Property, financing expenses, property taxes or insurance be reallocated by Administrative Member to other line items, and (c) Administrative Member increase the Project Budget. 5.2.3 Notification Regarding. Reallocation. Administrative Member shall promptly notify Strategic Member of each permitted Project Budget deviation made under this Section 5.3 and shall promptly supply Strategic Member with such information with respect thereto as Strategic Member may reasonably request. Section 5.3 Certain Obligations of Administrative Member. 5.3.1 Project Administration. Without limitation on the foregoing or other provisions of this Article V, Administrative Member shall diligently and continuously pursue the objectives of the Business Plan and use due care to coordinate and manage the entitlement process and sale of the Property within the time schedules set forth in, and in full compliance with, all Requirements. Administrative Member's obligations shall include the obligations set forth in Exhibit "C" (the "Entitlement Management Exhibit"). 5.3.2 Books and Records. Administrative Member shall cause to be kept proper and complete records and books of account in which shall be entered fully and accurately all transactions and other matters relating to the business of the Company as are usually entered into such records and books of account kept for businesses of a like character. The financial accounting records and books of the Company shall be kept on an accrual basis in accordance with accounting principles as the Members approve under Section 5.1.2L. For federal, state and relevant local income tax purposes, the Company shall use the accounting methods and keep such books and records as prescribed by the applicable income tax laws and as provided for in the Tax Appendix. At all times,such books and records shall be available at the Company's principal place of business for inspection, examination, photocopying or audit by any Member, or the duly authorized representative thereof, during reasonable business hours and upon reasonable advance notice for any purpose reasonably related to such Member's interest as a Member. 5.3.3 Reports. Administrative Member shall provide the Members with reports as follows: 20 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 A. Annual financial statements (balance sheet and income statement) in a format acceptable to Strategic Member within forty-five (45) days after the end of each calendar year. B. Copies of the Company's annual federal and state income tax returns together with a copy of that certain IRS form commonly referred to as a "Schedule K-l" plus a copy of its Oregon equivalents,within sixty(60)days following the end of each"Fiscal Year"(as defined in the Tax Appendix), which shall first be submitted to Strategic Member in draft for its review and comment. Estimates of annual tax payments for each Fiscal Year shall be prepared and delivered to Strategic Member no later than the first day of the next to the last month of each Fiscal Year(i.e.,November 1st if the Fiscal Year is the calendar year). Subject to Section 5.1.2M, Administrative Member shall be responsible for preparing the annual federal and state income tax returns for the Company, at the expense of the Company. C. A monthly report for each calendar month, certified by Administrative Member to be true, accurate and complete in all material respects, and submitted to Strategic Member within fifteen(15)days of the end of each such calendar month(the"Periodic Report"). Each Periodic Report shall be in accordance with the accounting standards approved by the Members under Section 5.1.2L and consistent with the financial statement format to be delivered under Section 5.3.3A above, unless a deviation is approved by Strategic Member, and shall include the following: (i) an operating statement and report of financial condition of the Company for such period; (ii) a variance report,comparing actual costs and expenses and revenues with budgeted costs and expenses and revenues on a category basis along with a reasonably detailed explanation of all material or significant variances and all changes in any time schedules relating thereto; and (iii) if applicable, a calculation by Administrative Member of the amount of Distributable Cash for the preceding calendar month and a calculation by Administrative Member of the respective distributions if any, to Members pursuant to Article IV. D. The reports described on the Entitlement Management Exhibit. E. Such other reports as may be required by the lenders of the Company or as reasonably requested by Strategic Member. 5.3.4 Reserves. A. To the extent contemplated by the Business Plan, Administrative Member shall establish and maintain reserves which shall be funded with the Company's cash flow. 5.3.5 Company Accounts. A. All funds of the Company shall be deposited by Administrative Member into a federally insured operating account ("Operating Account"). Strategic Member may direct Administrative Member to transfer portions of the balance of the Operating Account which are not immediately needed to pay for operations of the Company from time to time to a bank controlled investment account (that invests in high grade commercial paper) in accordance with sound cash management principles ("Money Market Account"). 21 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 B. The Operating Account and Money Market Account (collectively, the "Accounts") shall be maintained in the name of the Company, as the case may be, with a money center financial institution approved by Strategic Member. The funds within the Accounts shall be segregated from, and not commingled with, any accounts of any Member or Affiliate thereof, or any other accounts that the Members may hereafter establish for the Company from time to time. The investment of the funds within the Accounts shall be directed by Administrative Member, subject to the approval by Strategic Member. C. Unless otherwise instructed by Strategic Member,withdrawals from the Accounts shall be made upon such signature or signatures as Administrative Member may designate and shall be made only in connection with expenses related to the Company assets which are in conformance with the Requirements. Notwithstanding the foregoing, (A) Strategic Member may designate the Accounts from time to time, (B) a representative of Strategic Member shall be an authorized signatory on all Accounts, and (C) Strategic Member may unilaterally withdraw funds from the Accounts to pay reimbursements owed to Strategic Member or to pay other Company expenses. For the avoidance of doubt, Sponsor shall be entitled to full reimbursement of any approved Company expenses as set forth in the Business Plan that Sponsor pays on the Company's behalf so long as Sponsor provides written evidence (that is reasonably acceptable to Strategic Member) of Sponsor's payment of such expenses. 5.3.6 Company Subsidiaries. If Administrative Member and Strategic Member agree to form one or more Company Subsidiaries for the purpose of holding title to the Property or otherwise achieving the objectives of the Business Plan, it shall be Administrative Member's duty and responsibility to duly form and maintain each Company Subsidiary,cause each Company Subsidiary to be and remain in good standing in its state of organization and qualified to do business in each jurisdiction in which it owns property or otherwise conducts business, obtain appropriate employer and/or tax identification numbers for the Company Subsidiary and the like. Administrative Member's duties, responsibilities and authority with respect to each Company Subsidiary shall be identical to Administrative Member's duties, responsibilities and authority with respect to the Company set forth in this Agreement. Any provision of this Agreement (a) giving Administrative Member the authority to take any action or refrain from taking any action, or to cause the Company to take any action or refrain from taking any action, shall be interpreted to give Administrative Member the identical authority with respect to the appropriate Company Subsidiary, or (b) imposing any duty or responsibility on Administrative Member, or limiting Administrative Member's authority, with respect to the Company shall be interpreted to impose the identical duty,responsibility or limitation on authority on Administrative Member with respect to the applicable Company Subsidiary. By way of example and not of limitation, to the extent any act, omission, decision or agreement with regard to the Company would constitute a Major Decision, any such action with regard to a Company Subsidiary shall also constitute a Major Decision hereunder. Section 5.4 Other Activities. Except as otherwise expressly provided in this Agreement or in any agreement among one or more of the Members or their Affiliates: (a) each Member recognizes that the other Members have an interest in investing in, entitling, developing, constructing,operating,transferring,leasing and otherwise using real property and interests therein for profit, and engaging in any and all activities related or incidental thereto and that each will make other investments consistent with such interests; (b) neither the Company nor any Member 22 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 shall have any right by virtue of this Agreement or the relationship created hereby in or to any other ventures or activities in which any Member is involved or to the income or proceeds derived therefrom; (c) the pursuit of other ventures and activities by any Member, even if competitive with the business of the Company and an opportunity which would otherwise have benefited the Company, is hereby consented to by the other Members and shall not be deemed wrongful or improper; (d)no Member and no Affiliate of a Member shall be obligated to present any particular investment opportunity to the Company, even if such opportunity is of a character which, if presented to the Company, could be taken by the Company; and (e) each Member and each Affiliate of a Member shall have the right to take for its own account, or to recommend to others, any such particular investment opportunity. Section 5.5 Liability of Members. Subject to the provisions of any other agreement to which the Members are parties, and except for the obligations to a Member or Members or the Company imposed under such other agreement, no Member shall be liable, responsible or accountable in damages or otherwise to the Company or the other Member for any action taken or failure to act by such Member in its business judgment on behalf of the Company within the scope of the authority conferred on it by this Agreement unless such action or omission constitutes a matter as to which such Member is obligated to indemnify the Company under Section 5.8. Unless otherwise agreed upon in writing by the Members,to the fullest extent permitted by the Act: (a) no Member shall be liable for the debts, liabilities,contracts or any other obligations of the Company, (b)the Members shall be liable to make contributions (or, if applicable, loans) only to the extent required under this Agreement, (c)without limitation on the foregoing, except as approved by the Members, any indemnification obligation of the Company hereunder shall be limited to the assets of the Company, and (d) no Member shall have personal liability for the repayment of the contributions or loans of any other Member to the Company, except as may be expressly required under this Agreement. Except as expressly provided in this Agreement,nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person or entity other than the Members and their respective successors and assigns, nor shall anything in this Agreement relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision of this Agreement give any third person any right of subrogation or action over or against any party to this Agreement. Without limitation on the foregoing, to the fullest extent permitted by the Act, no third party shall have any right to enforce any contribution obligation on a Member. Section 5.6 Indemnity of Members. The Company shall, to the fullest extent permitted by applicable law, indemnify, defend and hold each Member harmless from and against any Company liabilities for which it is alleged to be responsible (and any Claim/Loss resulting from such allegations suffered or sustained by it) by reason of any acts, omissions or alleged acts or omissions by such Member on behalf of the Company within the scope of authority conferred on it by this Agreement or by reason of the fact that such Member is a Member of the Company; provided that the acts or omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim is based were in good faith in accordance with its business judgment and did not constitute a matter as to which such Member is obligated to indemnify the Company under Section 5.8. Section 5.7 Indemnification by Sponsor. Sponsor (in its capacity as Member and Administrative Member)shall,to the fullest extent permitted by applicable law,indemnify,defend 23 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 and hold the Company, the other Members, and the assets of the Company, harmless from and against any and all Claim/Loss suffered or sustained by it by reason of any act or omission constituting (a)breach or default by Sponsor (in any capacity, such as in the capacity of Administrative Member) or any Affiliate under this Agreement or any Collateral Agreement (including a breach of any representation or warranty by Sponsor or any Affiliate under this Agreement or any Collateral Agreement), or(b) Bad Conduct by Sponsor or any Affiliate. Section 5.8 Contractual Duties Prevail. The express provisions of this Agreement, only to the extent that they restrict the duties and liabilities of a Member otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Member. Section 5.9 Strategic Member Approvals. Strategic Member's approval of any matter in connection with this Agreement shall be for the sole purpose of protecting Strategic Member's and its Affiliates investments in the Company, and shall not constitute a waiver of any default by Administrative Member or its Affiliates under this Agreement or any Collateral Agreement(unless such waiver is expressly made by Strategic Member in writing with specific reference to such default and agreement) or a representation by Strategic Member of any kind with regard to the matter being approved; provided, however, that the foregoing shall not limit Administrative Member's right to rely on any written approval of Strategic Member under this Agreement as constituting Strategic Member's approval under this Agreement. Strategic Member is under no duty to visit any portion of the Property or to supervise or observe construction, remediation or other activity or to examine any books or records. No site visit, observation or examination by Strategic Member shall impose any liability on Strategic Member, result in any waiver of any default by Administrative Member under this Agreement, or constitute a representation that any of the assets of the Company complies or will comply with any of the Requirements. Neither Administrative Member nor any other parry is entitled to rely on any site visit, observation or examination by Strategic Member, and Strategic Member assumes no personal responsibility for any conformation or any negligent or defective design or construction or remediation. Strategic Member shall have the right to contact representatives of the local, state and other governmental authorities having jurisdiction over any part of the Property, or engineers, architects, contractors, suppliers or other third parties involved with the Property, in order to verify compliance by Administrative Member with this Agreement. Section 5.10 Business Plan and Operating Budgets. 5.10.1 Business Plan and Project Budget. A. On or before the Effective Date, the Members have approved an initial Business Plan and an initial Project Budget for the period through the completion and sale of the Project,which initial Business Plan and Project Budget are attached hereto as Exhibit "B". B. Updated Project Budgets and Business Plans shall set forth, at a minimum, the following for the calendar quarter following the Budget Request: (i) all anticipated Project Revenues and other receipts from the Project, (ii) all costs anticipated to be incurred with respect to the completion of the Project and the marketing and sale of the Property, and (iii) the source of funds for all costs to be incurred by the Company. The Business Plan shall contain a complete and thorough narrative of the Project, including, without limitation, (a) the Project 24 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 Schedule, (b) a description of the entitlements to be sought related to the Project, (c)the projected price for the sale of the Property after entitlements have been received, (d)a schedule of marketing expenses and commissions to be incurred in connection with the sale of the Property, and(e) such other materials reasonably requested by Strategic Member. 5.10.2 Updated Business Plans and Operating Budgets. A. Upon the request of the Strategic Member (a "Budget Request"), but no more often than quarterly, Administrative Member shall prepare and submit to Strategic Member an updated Business Plan and an updated Project Budget for Strategic Member's approval. B. Not later than ten (10) Business Days after receipt by Strategic Member of the updated Business Plan and Project Budget, Strategic Member may approve or disapprove the updated Business Plan and/or Project Budget, in its discretion. The failure of Strategic Member to approve the updated Business Plan or Project Budget shall be deemed its disapproval of a Major Decision as provided in Section 5.1.3. If Strategic Member sets forth the basis for its objection, Administrative Member shall, within ten (10) Business Days after receipt of such objections, revise the updated Business Plan and Project Budget for Strategic Member's approval, which approval may be given or withheld by Strategic Member in its discretion. If they have not approved an updated Business Plan and Project Budget, Administrative Member and Strategic Member shall attempt in good faith, for a period of fifteen (15) days, to resolve such disagreement in accordance with, and subject to Strategic Member's rights under Section 5.1.4 C. Strategic Member may, but shall have no obligation to, submit an updated Business Plan and Project Budget at any time. Except as provided in Section 5.1.4, such updated Business Plan and Project Budget shall be subject to Administrative Member's approval. 5.10.3 Interim Operations of the Project Pending Approval of an Updated Business Plan and Operating Budget. If with respect to any Budget Request all or any portion of an updated Business Plan and/or Project Budget is not timely submitted,or if timely submitted,is not approved by Strategic Member, then during the period that no approved updated Project Budget and Business Plan shall be in effect, Administrative Member shall have the authority to make expenditures in connection with the Project only for the following: (a) real estate taxes and assessments,and insurance costs(collectively,"Necessary Expenditures"),and(b)those specific line items and expenditures expressly set forth in a proposed updated Project Budget which Strategic Member has approved. ARTICLE VI TRANSFER OF COMPANY INTERESTS. Section 6.1 Restrictions on Transfer. 6.1.1 Except as expressly provided to the contrary in this Section 6.1.1 and Section 6.1.2, no sale, exchange, delivery, assignment, disposition, encumbrance, pledge, hypothecation or other transfer, whether voluntary, involuntary, by operation of law, or resulting 25 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 from death, disability or otherwise (a "Transfer") shall be made by Sponsor (in its capacity as Member or Administrative Member) of the whole or any part of its interest in the Company (including its interest in the capital or profits of the Company)without the prior written consent of Strategic Member. For all purposes of this Agreement, an involuntary Transfer shall include the entry of a final order of a court in a divorce proceeding that is not subject to appeal, directing transfer of an interest in the Company,or any other Transfer occasioned by a separation agreement or a divorce proceeding that is not subject to appeal. 6.1.2 Sponsor shall ensure that no Transfer shall be made of any direct or indirect interest in the Company(and no issuance of additional ownership interests in Sponsor shall occur) without the prior written consent of Strategic Member. Notwithstanding the foregoing, and without the need for consent from Strategic Member, Sponsor shall be permitted to Transfer its interest to an Affiliate and indirect Transfers by means of Transfer of an interest (or issuance of additional ownership interests) in Sponsor shall be permitted so long as the Sponsor Ownership/Control Requirements remain satisfied. With respect to any Transfers requiring Strategic Member's consent, Strategic Member shall be provided with not less than thirty (30) days prior written notice of such Transfer(excluding from the death of a Key Individual),together with such other information as Strategic Member may reasonably require to confirm such Transfer complies with the provisions of this Agreement(including, without limitation, this Section 6.1). 6.1.3 Investor shall not Transfer its direct interest in the Company without the prior written consent of Sponsor, as determined in its reasonable discretion; provided, however, that Investor shall not be restricted or limited in any manner whatsoever (a) with respect to pledging, encumbering or leveraging its interest in the Company, (b) after Sponsor is removed or terminated as Administrative Member(with or without cause), and(c) with respect to any indirect transfers of its interest in the Company (including, without limitation, the issuance of additional ownership interests in Investor, transfer of partnership interests in Investor or replacement of the general partner of Investor). Notwithstanding the foregoing, Investor shall be permitted to Transfer its direct interest in the Company to an Affiliate. 6.1.4 No Transfer in violation of the provisions hereof shall be valid or effective for any purpose, and no consent to one or more Transfers shall be deemed consent to any other Transfer. Section 6.2 Effect of Assignment; Documents. In the event of any Transfer permitted hereunder, subject to Article VIII, the Company shall not be dissolved but instead shall continue as before, with, however, the addition or substitution of such transferee or assignee as a Member of the Company. No such Transfer shall relieve the assignor from any of its obligations under this Agreement without the prior approval of Strategic Member and Administrative Member (which approval shall not be unreasonably withheld as to obligations assumed by an assignee provided, among other matters, the assignment is permitted hereunder and Strategic Member and Administrative Member are reasonably satisfied that the assignee is sufficiently creditworthy to timely satisfy such obligations). Notwithstanding the foregoing, as a condition to any sale or assignment by a Member, the assignee must execute and deliver to Strategic Member and Administrative Member on behalf of the Company an assumption (in form reasonably approved by Strategic Member and Administrative Member) of all the obligations of the assignor under this Agreement with respect to such Transferred interest arising from and after the date of such 26 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 assignment. Upon execution and delivery of such assumption, the Members shall execute a document in form reasonably approved by Strategic Member and Administrative Member evidencing the admission of such transferee. ARTICLE VII CERTAIN REMEDIES. Section 7.1 Termination of Management Rights. 7.1.1 Termination Notice with Cause. Strategic Member may deliver a termination notice to Sponsor ("Termination Notice") removing Sponsor as Administrative Member upon the occurrence of any of the following events: A. Any Bad Conduct by Sponsor or any Bad Conduct of Sponsor's Affiliates if such Affiliate is a party to a Collateral Agreement. B. Any material breach of this Agreement or any Collateral Agreement by Sponsor (in its capacity as Member or Administrative Member) or any of its Affiliates which is not cured within the Cure Period (or, without limitation on the foregoing, the Company or any Member has not been made whole prior to the expiration of the Cure Period); or,without limitation on the foregoing, (a) the failure by Sponsor to timely make a required contribution under Article III or(b)a material unintentional breach of a representation or warranty by Sponsor(in its capacity as Member or Administrative Member)or its Affiliates hereunder or under a Collateral Agreement which, in the case of subclause (b), has a material adverse effect on the Company or the Project, and if able to be cured, is not cured within the Cure Period. C. The occurrence of a Bankruptcy/Dissolution Event with respect to Sponsor or the failure to satisfy the Sponsor Ownership/Control Requirement. 7.1.2 Procedure. The Termination Notice shall specify the basis for the same and shall become effective immediately. The parties acknowledge that Administrative Member shall not have the right to dispute the effectiveness of its removal pursuant to any Termination Notice irrespective of whether such Termination Notice states that removal is given under Section 7.1.1, it being acknowledged and agreed that if any Termination Notice is given under Section 7.1.1, and Administrative Member disputes whether or not it was properly delivered, then the removal will nonetheless be effective. Sponsor (in its capacity as Member and Administrative Member) acknowledges and agrees that(i) Sponsor shall not attempt to obtain injunctive relief or any other remedy available at law or equity to interfere with or delay the removal of Sponsor(in its capacity as Administrative Member), (ii) for the avoidance of doubt, any court proceeding or arbitration initiated by Sponsor disputing whether the Termination Notice was properly delivered under Section 7.1.1 shall not stay or otherwise inhibit or impair the effectiveness of the removal of Sponsor (in its capacity as Administrative Member) (which removal shall occur on upon the delivery of the Termination Notice by Strategic Member), and (iii) if Sponsor breaches the foregoing, then Strategic Member shall have the right to file a copy of this Section (or the entire Agreement) in any proceeding as conclusive evidence of the Members' intent. The foregoing is not intended to imply that Sponsor is not entitled to assert and maintain a claim for damages based 27 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 on wrongful termination. In addition, if Sponsor initiates a claim for wrongful termination, the amounts that would have been distributed to Sponsor had Sponsor not been removed as Administrative Member shall be held in one of the Accounts until such time as (A) a judgment has been rendered by a court of competent jurisdiction or other binding resolution with respect to such dispute, or (B) such dispute has otherwise been dismissed, resolved, settled or otherwise terminated. For avoidance of doubt, Strategic Member shall be permitted (a)to cause the Company to distribute all other Distributable Cash under Article IV or Article VIII, as the case may be, at any time and without being restricted in any manner under this Section 7.1.2, and(b)to cause the Company to distribute those amounts which would have been distributed to Sponsor to those Persons then entitled thereto (i.e., the Persons entitled to such Distributable Cash after Sponsor is removed as Administrative Member) at any time that no dispute is pending(even if the applicable period and/or statute of limitations for initiating an action or filing an appeal have not then expired). 7.1.3 Effect of Termination Notice. When a Termination Notice becomes effective, then: A. Strategic Member or its designee shall become Administrative Member with all the power and authority previously possessed by Sponsor as Administrative Member; and Sponsor shall remain a Member in the Company, but (notwithstanding anything to the contrary in this Agreement)with no power, authority or right to vote,approve or act for or bind the Company in any capacity (as Administrative Member, Sponsor or otherwise) with respect to any matter in connection with the Company or its operation (and, without limitation, Sponsor(in its capacity as Member, Administrative Member or otherwise) shall have no further rights under Section 5.1.2). In addition, Sponsor shall not have any rights under Article X. B. Any sums distributable or payable to Sponsor or its Affiliates shall be offset against any damages due the Company or the other Members from Sponsor and its Affiliates and shall be paid instead to the Company or the other Members in such order as Strategic Member shall determine (but shall be deemed to have been distributed or paid to Sponsor or its Affiliates and then paid over to the Company or such other Members, as the case may be, until such damages have been fully offset). C. Sponsor shall execute and acknowledge any required amendments to this Agreement reflecting the foregoing, in such form and content as Strategic Member may reasonably prescribe. In addition, Sponsor hereby constitutes Strategic Member as its true and lawful attorney in fact, on its behalf and in its stead,with full power of substitution,to execute and acknowledge any such amendment. This power of attorney shall be deemed coupled with an interest and shall not be revoked by Sponsor's dissolution, insolvency or otherwise. D. Sponsor shall not be responsible for any obligation of Administrative Member under this Agreement first accruing after the Termination Notice becomes effective other than the obligations that would apply to Sponsor under this Agreement regardless of its status as Administrative Member, including contribution obligations. E. Subject to Section 7.1.4, the distributions shall be distributed to the Members in accordance with their Company Percentages (i.e., Sponsor shall not be entitled to the 28 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 distributions which Sponsor would have received); and no further fees or reimbursements (other than the reimbursements otherwise properly payable under this Agreement) shall be payable to Sponsor as Administrative Member. F. Sponsor shall forthwith: (i) deliver to Strategic Member a final accounting; (ii) surrender and deliver to Strategic Member all income and deposits relating to the Project and other monies of the Company held by, or under the control of Sponsor; (iii) deliver to Strategic Member, as received, any monies due the Company received after such removal; (iv) deliver to Strategic Member all materials, plans, specifications, supplies, keys, leases, contracts and documents, all other accounting papers and records of the Company and all books and records in hard copy and electronic format, receipts for deposits, bills and other materials in Sponsor's possession that relate to the Company or their respective assets (including hard and electronic copies of all data files used in any software programs by Administrative Member); and (v) execute and deliver to Strategic Member a notice to third parties directly involved with the Property in form reasonably satisfactory to Strategic Member to the effect that Sponsor is no longer Administrative Member. 7.1.4 Replacement Administrative Member. If Sponsor is removed as or otherwise ceases to be Administrative Member, Strategic Member shall have the right to admit a new Member (which new Member may be an Affiliate of Strategic Member) to the Company to function as a replacement Administrative Member and to receive distributions and reimbursements as determined by Strategic Member. Notwithstanding anything to the contrary herein,all Members shall execute and deliver such amendments to this Agreement as Strategic Member may reasonably request in order to implement the foregoing. Section 7.2 No Partition. Each Member hereby irrevocably waives any and all rights that it may have to maintain any action for partition of any of the assets of the Company. Section 7.3 Cumulative Remedies. Subject to the limitations expressly herein set forth (including Section 3.6),no remedy conferred upon the Company or any Member in this Agreement is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity or by statute. Without limiting the foregoing, Sponsor, in its capacity as Administrative Member, shall be liable to the Company and the Members for any Claim/Loss resulting from a breach of their respective duties under this Agreement and any Collateral Agreement. Section 7.4 Attorneys' Fees. If the Company or any Member obtains a judgment against any other Member in connection with a dispute arising under or in connection with this Agreement, such party shall be entitled to recover its court costs, and reasonable attorneys' fees (including the reasonable value of in-house attorney services) and disbursements incurred in connection therewith and in any appeal or enforcement proceeding thereafter, including any bankruptcy proceeding (and any action for relief from the automatic stay of any bankruptcy proceeding), in addition to all other recoverable costs. Section 7.5 No Waiver. No waiver by a Member or the Company of any breach of this Agreement or any Collateral Agreement shall be deemed to be a waiver of any other breach of any 29 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 kind or nature, and no acceptance of payment or performance by a Member or the Company after any such breach shall be deemed to be a waiver of any breach of this Agreement or any Collateral Agreement, whether or not such Member or the Company knows of such breach at the time it accepts such payment or performance. No failure or delay on the part of a Member or the Company to exercise any right it may have by reason of any breach of this Agreement or any Collateral Agreement shall prevent the exercise thereof by such Member or the Company at any time and no such failure or delay shall operate as a waiver of any such breach. Section 7.6 No Suretyship Defenses. Each Member hereby unconditionally waives any guarantor or suretyship defense that may otherwise apply with respect to this Agreement (including Section 4.2, 7.1.1 and 7.1.3). ARTICLE VIII DISSOLUTION OF THE COMPANY. Section 8.1 Events Giving Rise to Dissolution. No act, thing, occurrence, event or circumstance shall cause or result in the dissolution of the Company; except that the happening of any one of the following events (each, individually, a "Dissolution Event") shall work an immediate dissolution of the Company. 8.1.1 At the election of Strategic Member,the removal or withdrawal of Sponsor as Administrative Member in accordance with Section 7.1, or the occurrence of a Bankruptcy/Dissolution Event with respect to Sponsor (in its capacity as Member or Administrative Member). 8.1.2 At the election of Strategic Member, the failure of the Sponsor Ownership/Control Requirement to remain satisfied. 8.1.3 The sale of all of the real estate assets of the Company(provided, however, that if a portion of the purchase price of such sale is evidenced by a promissory note or a profit- sharing interest,the Company shall not be dissolved by reason of such sale so long as the Company is the holder of such promissory note or such profit-sharing interest). 8.1.4 The agreement in writing by Administrative Member and Strategic Member to dissolve the Company. 8.1.5 The entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. Without limitation on the other provisions hereof, except as provided in Section 8.1.1 or 8.1.2, the withdrawal, retirement, resignation, expulsion or dissolution of any Member, the occurrence of a Bankruptcy/Dissolution Event with respect to a Member, the assignment of all or any part of a Member's interest in the Company, the occurrence of any event that terminates the continued membership of a Member under the Act or the admission of a new Member shall not dissolve the Company and the business of the Company shall continue. Except as otherwise provided in this Agreement: (A)without the consent of Administrative Member and Strategic 30 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 Member, no Member may retire, resign or withdraw from the Company; and (B) a withdrawing Member shall not be entitled to receive any distributions and shall not otherwise be entitled to receive the fair value of its membership interest in the Company. Section 8.2 Procedure. In the event of the dissolution of the Company for any reason, the "Winding-Up Member" (i.e., (1) Strategic Member, if Section 8.1.1 or 8.1.2 applies and (2) otherwise, Administrative Member) shall commence to wind up the affairs of the Company and to liquidate their respective investments. The Members shall continue to share profits, losses, gain or loss on sale or disposition, and Distributable Cash during the period of liquidation in the same manner and proportion as though the Company had not dissolved (subject, however, to any adjustments under(A) Section 7.1.4 due to the admission of a replacement administrative member, (B) Section 7.1.3E that may apply, or (C) any other provisions contained herein). Subject to the prior written approval of Strategic Member, the Winding-Up Member shall have discretion to determine in good faith the time, manner and terms of any sale or sales of the assets of the Company pursuant to such liquidation having due regard to the activity and condition of the relevant market and general financial and economic conditions. 8.2.1 Following the satisfaction of all debts and liabilities of the Company and all expenses of liquidation (whether by payment or the making of reasonable provision for payment thereof), the proceeds of the liquidation and any other funds of the Company shall be distributed in accordance with Section 4.1 and the other applicable provisions of this Agreement (after deducting from the distributive share of a Member any sum such Member owes the Company and the other Members). 8.2.2 Each Member shall look solely to the assets of the Company for all distributions with respect to the Company and its capital contributions thereto and shall have no recourse therefor (in the event of any deficit in a Member's "Book Capital Account" (as defined in the Tax Appendix) or otherwise) against the other Members; provided that nothing herein contained shall relieve any Member of such Member's obligation to make the capital contributions herein provided or to pay any liability or indebtedness owing the Company or the other Members by such Member, and the Company and the other Members shall be entitled at all times to enforce such obligations of such Member. No holder of a Company interest shall have any right to demand or receive property other than cash upon dissolution of the Company. 8.2.3 Upon the completion of the winding up of the Company and the distribution of all Company funds, the Winding-Up Member shall have the authority to execute and record a certificate of cancellation of the certificate of formation of the Company, as well as any and all other documents required to effectuate the dissolution and termination of the Company, and the Company shall terminate. ARTICLE IX CERTAIN INCORPORATED MATTERS. Section 9.1 Tax and Accounting. Each and all of the provisions of the tax appendix attached hereto as Exhibit"D" (the"Tax Appendix")are incorporated herein and shall constitute 31 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 part of this Agreement. The Tax Appendix provides for, among other matters, the establishment and maintenance of Book Capital Accounts, and allocations. The Company shall be operated as a partnership solely for federal, state and relevant local income tax purposes. ARTICLE X FORCED SALE; RIGHT OF FIRST OFFER Section 10.1 Forced Sale Notice. If Strategic Member or Sponsor proposes a Major Decision under Section 5.1.3 (including, without limitation, a proposal to sell the Project in bulk under Section 5.1.2G) and the other of Strategic Member or Sponsor does not approve such proposal,the Proposing Member shall have the right under this Section 10.1 by delivering written notice to the Disapproving Member (the "Forced Sale Notice") to cause the Company to market and sell the Project in bulk,provided that the Disapproving Member shall have the following rights with respect to a Forced Sale Notice so long no breach or default has occurred on the part of the Disapproving Member or any Affiliate of the Disapproving Member under this Agreement or any Collateral Agreement: A. The Proposing Member shall provide a Forced Sale Notice to the Disapproving Member stating its intent to invoke the provisions of this Section 10.1. The Forced Sale Notice shall set forth a proposed sales price for the Project (which price shall be net of reasonable and customary brokerage commissions and shall be payable only in cash) (the "Proposed Sales Price"). B. Within ten (10) Business Days after receipt of the Forced Sale Notice(such tenth(10ffi)day,the"Offer Expiration Date"),the Disapproving Member must give written notice to the Proposing Member of the Disapproving Member's election either to (i)purchase the Project from the Company for the Proposed Sales Price (the date such notice is delivered to the Proposing Member is the "Offer Acceptance Date") or(ii)permit the Proposing Member to cause the Company to sell the Project. Failure of the Disapproving Member to respond by the Offer Expiration Date shall be an election to permit the Proposing Member to cause a sale of the Project. C. If the Disapproving Member elects to purchase the Project, the Disapproving Member shall have two (2) Business Days following the Offer Acceptance Date to post a non-refundable deposit in an amount equal to ten percent (10%)of the Proposed Sales Price, and the closing date of the purchase shall occur within thirty (30) days of the Offer Acceptance Date. The sale of the Project to the Disapproving Member shall contain the following terms: (a) the Proposed Sales Price shall be paid in all cash, in immediately available funds, by the Disapproving Member to the Company on the closing date and (b) all prorations and costs (e.g., transfer tax,title fees, escrow fees, etc.) shall be allocated in the customary manner for the County in which the Project is located. The foregoing shall be documented in form and substance reasonably satisfactory to the Members. The Property shall be sold on an "as is" basis, without any representations or warranties with customary release language; provided, however, that if Sponsor is the selling Member, Sponsor shall reaffirm the representations and warranties in this Agreement made by Sponsor(in its capacity as Member or Administrative Member)with respect 32 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 to the Project as of the date on which Sponsor conveys the Property to Strategic Member or its Affiliate. D. If the Disapproving Member does not elect to purchase the Project as provided above, the Proposing Member shall have the right to cause the Company to sell the Project under the following terms: (i) The Proposing Member shall select a commercial real estate broker who will represent the Company in the sale of the Project. (ii) The Proposing Member may for the period beginning on the Offer Expiration Date and ending two hundred seventy (270) days thereafter, unilaterally cause the Company to sell the Project to any Person for an amount equal to ninety-five percent(95%) of the Proposed Sales Price. If the Proposing Member desires to sell the Project for less than ninety- five percent(95%) of the Proposed Sales Price, the foregoing procedure must again be initiated and applied with respect to the new sales price (unless a breach or default has occurred on the part of the Disapproving Member or any Affiliate of the Disapproving Member under this Agreement or any Collateral Agreement). E. If an offer to purchase the Project is submitted for consideration to the Company, and such offer is at least ninety-five (95%) of the Proposed Sales Price, then the Proposing Member, in its discretion, may cause the Company to execute, acknowledge and/or deliver any and all instruments and documents as may be necessary or proper in order to effectuate the sale of the Project, and the Disapproving Member shall cooperate with any requests made by the Proposing Member in respect of such sale. F. The Members agree to execute and deliver all documents or instruments as shall be necessary to sell the Project pursuant to this Section 10.1. If any Member shall fail or refuse to execute any such documents or instruments,the Proposing Member is hereby granted an irrevocable power of attorney, coupled with an interest, which shall be binding on all Members as to all third parties,to execute and deliver on behalf of the Company and the Members all such required instruments of transfer. G. Following sale of the Project either to the Disapproving Member or any other person pursuant to this Section 10.1,the Company shall liquidate and the proceeds shall be distributed to the Members in accordance with Article VIII. Section 10.2 Right of First Offer. Sponsor shall have the right of first offer to purchase the Property ("ROFO") on the following terms and conditions: 10.2.1 If, at any time, the Company elects to sell the Property in accordance with the other provisions of this Agreement(other than pursuant to a Forced Sale Notice, as set forth in Section 10.1), the Company shall provide written notice to Sponsor of its intention to sell the Property(the"ROFO Notice"). Sponsor or any of its Affiliates shall have ten(10)Business Days after receipt of the ROFO Notice (the "ROFO Response Period") to notify the Company in writing whether or not Sponsor or any of its Affiliates desire to purchase the Property. 33 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 10.2.2 If Sponsor or any of its Affiliates notify the Company within the ROFO Response Period of its election to purchase the Property,then the Company shall sell the Property to Sponsor or its Affiliate at a purchase price equal to 95%of the fair market price of the Property, as reasonably determined by the Company (with the approval of Strategic Member) based on recent sales of comparable properties. 10.2.3 In the event that Sponsor either (a) elects not to purchase the Property or (b) fails to notify the Company of its election to purchase the Property within the ROFO Response Period, then Sponsor shall be deemed to have waived the ROFO, and the Company shall have the right thereafter, to offer the Property for sale, and to sell the Property to any other party, free and clear of Sponsor's ROFO, in each case subject to the other provisions of this Agreement. ARTICLE XI MISCELLANEOUS. Section 11.1 Notices. Any notice which a party is required or may desire to give the other party shall be in writing and may be delivered(a) personally, (b)by United States registered or certified mail, postage prepaid, (c) by Federal Express or other reputable courier service regularly providing evidence of delivery (with charges paid by the party sending the notice), or (d)by facsimile, provided that such telecopy shall be immediately followed by delivery of such notice pursuant to clause (a), (b) or(c) above. Any such notice to a party shall be addressed at the address set forth below the name of such party on the signature pages at the end of this Agreement (subject to the right of a party to designate a different address for itself by notice similarly given). Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused) as evidenced by printed confirmation if by facsimile (provided that if any notice or other communication to be delivered by facsimile cannot be transmitted because of a problem affecting the receiving party's facsimile machine,the deadline for receiving such notice or other communication shall be extended through the next business day), as shown by the addressee's return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-business day, then such notice or communication so made shall be deemed effective on the first business day after the day of actual delivery. Section 11.2 Acknowledgement by Members. Each Member acknowledges the following: (a) it is familiar with the business proposed to be conducted by the Company; (b) it has been advised that its interest in the Company may not be sold, transferred, or otherwise disposed of except as provided herein; (c) it understands that its interest in the Company has not been registered under the Securities Act of 1933 as amended (the "Securities Act"), or any State securities laws, in reliance on an exemption for private offerings or the fact that it is not a security and if its interest in the Company is a security, such Member may not be able to resell it unless it is registered under the Securities Act and applicable State securities laws or unless an exemption from such registration is available; (d) it is a "sophisticated investor" with substantial prior experience in high-risk business investments of the type described in this Agreement and is aware 34 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 of and familiar with the risks associated with a private limited liability company and would qualify as an"accredited investor" as such is defined in Rule 501 of Regulation D, as enacted pursuant to Sections 3(b) and 4(2) of the Securities Act; (e) it is acquiring its interest in the Company for its own account,for investment only and with no present intention of distributing,reselling,pledging, or otherwise disposing of its interest; and (f) that it is familiar with the type of investment which its interest in the Company constitutes and has reviewed the acquisition of such interest with its tax and independent legal counsel and investment representatives to the extent it deems necessary. Section 11.3 Construction; Venture. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Member (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party). Except as otherwise expressly set forth in this Agreement, nothing contained herein shall be construed to place the parties hereto (or any of their Affiliates) in a relationship of partners, joint venturers, affiliates, or principal and agent, and neither party is authorized to assume or undertake any obligation or liability of any kind, express or implied, on behalf of the other party(or any of its Affiliates). Section 11.4 Time is of the Essence. Subject to Section 11.13,time is of the essence with respect to this Agreement. Section 11.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties. This Agreement supersedes any prior agreement or understandings between the parties. Section 11.6 Amendments. This Agreement may be amended by written agreement of amendment executed by all Members, but not otherwise, unless expressly provided herein. Notwithstanding the foregoing, Strategic Member may amend Exhibit "E" to reflect the admission of a new Member in accordance with the provisions of this Agreement or as contemplated under Section 3.7.2 and the resulting adjustments to the Members' Company Percentages, capital contributions and Maximum Contribution Amounts reflected thereon. Section 11.7 Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware(without regard to conflicts of laws), while legal disputes arising out of this Agreement shall be addressed by the state and federal courts in San Francisco, California. Each of the parties hereto irrevocably and unconditionally agrees (a) to be subject to the exclusive jurisdiction of the federal and state courts of California, including the Northern District U.S. District Court, and (b)(i) to the extent such parry is not otherwise subject to service of process in the State of California, to appoint and maintain an agent in the State of California as such party's agent for acceptance of legal process and notify the other party or parties hereto of the name and address of such agent, and (ii) that service of process may, to the fullest extent permitted by law, also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (b)(i) or (ii) above shall, to the fullest extent permitted by law, have the same legal force and effect as if served upon such party within the State of California. 35 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 Section 11.8 Successors and Assigns. Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, successors, and assigns. Section 11.9 Captions. Captions contained in this Agreement in no way define, limit, or extend the scope or intent of this Agreement. Section 11.10 Severabili1y. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to the persons or circumstances, shall not be affected thereby. Section 11.11 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. Section 11.12 Certain Terminology. Whenever the words "including", "include" or "includes" are used in this Agreement, they shall be interpreted in a non-exclusive manner as though the words ", without limitation," immediately followed the same. 11.12.1 Except as otherwise indicated, all Article, Section and Exhibit references in this Agreement shall be deemed to refer to the Sections and Articles in, and the Exhibits to,this Agreement. 11.12.2 Wherever the words "herein" or "hereunder" appear in this Agreement, they shall be interpreted to mean"in this Agreement" or"under this Agreement", respectively. 11.12.3 As used herein, "good faith" means "honesty in fact" as such phrase is used in the Uniform Commercial Code, as adopted in the State of Delaware as of the date of this Agreement (provided that such meaning shall be distinguished from the covenant of good faith and fair dealing under the Act). 11.12.4 As used herein, "in its sole discretion" or"in its discretion"or"in its sole and absolute discretion" or under a grant of similar authority or latitude, such Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person. Section 11.13 Non-Business Days. Whenever action must be taken (including the giving of notice or the delivery of documents)under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day (i.e., Saturday, Sunday or a holiday recognized by the U.S. federal government, then such period or date shall be extended until the immediately following business day). A"Business Day"as used herein shall mean any day other than a Saturday, Sunday or any day on which either (a) commercial banks in San Francisco, California or(b)the Official Records of Ada County are authorized or obligated to close. Section 11.14 Incorporation of Exhibits. All exhibits attached and referred to in this Agreement are hereby incorporated herein as fully set forth in (and shall be deemed to be a part of)this Agreement. 36 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 Section 11.15 Effectiveness. In no event shall any draft of this Agreement create any obligation or liability, it being understood that this Agreement shall be effective and binding only when a counterpart hereof has been executed and delivered by each parry hereto. Section 11.16 Recourse to Members. Except as provided in Section 5.7 with respect to Sponsor,notwithstanding anything to the contrary stated or implied in this Agreement or any other document or instrument entered into by a Member in connection with or relating to the Company, such Member's and its Affiliate's liability arising out of this Agreement or otherwise in respect of the Company shall be limited to the Member's economic interest in the Company, and no person shall have any recourse to any of such Member's other assets or funds in connection with a claim arising under this Agreement or otherwise in connection with the Company. Except as provided in Section 5.7 with respect to Sponsor, a Member in its capacity as a Member or Administrative Member shall not owe a fiduciary duty to any other Member or the Company(and any such duties imposed by law or otherwise are hereby waived to the fullest extent permitted by the Act); provided, however, that such Member shall at all times comply with the implied covenant of good faith and fair dealing. Section 11.17 Confidentiality. Each Member shall keep the terms of this Agreement confidential except for (i) disclosure to such Member's legal counsel, accountants, financial advisors, lenders, investors and any prospective investors (provided that the Member making the disclosure instructs the recipient to keep the information confidential, it being understood that any breach by any such recipient shall be deemed to constitute a breach by the Member disclosing such information), (ii)public disclosures which a Member determines to be necessary in order to fulfill the disclosure obligations of such Member or its Affiliates imposed by law, legal process or the rules of any national securities exchange or automated quotation system, so long as, in the case of obligations imposed by legal process, such Member provides (to the extent practicable) the other Member with a reasonable opportunity to obtain a restraining order or take other protective action, and (iii) disclosure to defend, institute or enforce such Member's rights and remedies under this Agreement. Section 11.18 Legal_ Representation. 11.18.1 Each Member hereby agrees and acknowledges that Arnold&Porter Kaye Scholer LLP ("Arnold & Porter"), has acted as counsel for the Strategic Member and certain of its Affiliates in connection with among other things, the preparation of this Agreement and all other agreements contemplated by this Agreement and/or pertaining to the Property or the Company (the "Company Documents"). Each Member understands and acknowledges: (A)that Arnold & Porter to date has acted exclusively as counsel for the Strategic Member and has not represented or been engaged to provide services to the Sponsor and/or all or any of the other Members or to the Company in any respect, including but not limited to the preparation of the Company Documents or any terms of the Sponsor's or any other Member's investment in the Company; (B) that in its capacity as counsel to the Strategic Member, Arnold & Porter has represented the interests of the Strategic Member that may conflict with those of the Company and/or the Sponsor and other Members, and the Company has not had its own counsel representing its interests or those of the Sponsor or any other Member; (C) that the Sponsor and each other Member has been advised to seek independent counsel, to the extent he, she or it deems appropriate, to protect his, her or its interests in connection with any of the Company Documents 37 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 or the Company, including without limitation advice as to the tax consequences of entering into the Company Documents; and (D) that the Sponsor and each other Member will look solely to, and rely upon, his, her or its own advisers, and not Arnold & Porter, with respect to the legal, financial and tax consequences of this investment. In the future, it is possible that, to the extent specifically requested and approved under Section 5.1.2(M), the Company will retain Arnold & Porter to represent the Company in connection with the Property and/or other matters affecting the Company. If Arnold & Porter is engaged in the future to represent the Company and/or the Strategic Member, each Member acknowledges and agrees that Arnold & Porter would be acting exclusively as counsel for one or both of those entities and not as counsel to the Sponsor or any of the other Members. As counsel for the Company and/or the Strategic Member, Arnold & Porter would not owe any duties to, or have any attorney-client relationship with, the Sponsor or any of the other Members. To the extent specifically requested and approved under Section 5.1.2(M), each Member consents to Arnold&Porter representing the Company and/or the Strategic Member in the future notwithstanding any such actual or potential conflict between the interests of the Company and/or the Strategic Member, on one hand, and the interests of the Sponsor and/or one or more of the other Members, on the other, including but not limited to representation of the Company and/or the Strategic Member in any dispute with the Sponsor and/or any of the other Members. 11.18.2 Members acknowledge and agree that Bahrman Law LLC (`Bahrman") has represented Sponsor and/or certain of its Affiliates in connection with this Agreement, all other agreements contemplated by this Agreement and/or pertaining to the Property, the Company. From time to time, Bahrman shall provide legal services to Strategic Member and/or certain of its Affiliates with respect to the Property, the Company and related matters at fees and costs to be paid by Sponsor,the Company and/or certain of their Affiliates. In no event shall an attorney/client relationship exist between Bahrman,on the one hand,and Strategic Member or any of its Affiliates, on the other hand, as a result of any such representation. To the extent specifically requested and approved under Section 5.1.2M, Bahrman shall be permitted to render legal advice and to provide legal services to the Company from time to time,and each Member covenants and agrees that such representation of the Company by Bahrman shall not: (i)result in the existence of an attorney/client relationship between Bahrman, on the one hand, and Strategic Member and/or its Affiliates, on the other hand; and(ii) disqualify Bahrman from providing legal advice and legal services as set forth in the first sentence of this Section 11.18.2 at any time in the future. 38 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. INVESTOR: AVILA MERIDIAN, LLC, a Delaware limited liability company By: Avila Meridian MM, LLC, its Managing Member By�(9-sw Uas�" Name. scar Vasquez Title:Authorized Signer Address: Avila Meridian, LLC 770 Tamalpais Dr. Suite 401 B Corte Madera, CA 94925 Attention: Tony Avila Telephone: (415) 561-0600 Facsimile: (415) 561-0601 With a Copy to: Arnold& Porter Kaye Scholer, LLP Three Embarcadero Center, I01h Floor San Francisco, CA 94111 Attention: Ellen K. Fleishhacker, Esq. Telephone: (415) 471-3152 Facsimile: (415) 471-3400 STRATEGIC MEMBER: AVILA MERIDIAN MM, LLC, a Delaware limited liability company By [no..sia.ea by: (-scarU"sV' Name: scar vasquez Title: Authorized Signer (Same Address and Copy To as Investor) SIGNATURE PAGE TO LIMITED LIABILITY COMPANY AGREEMENT OF AVILA EAGLE GROVE,LLC DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 SPONSOR: TE AMO LLC, an Washington limited liability company D Signetl by: Ca�G� (�a�w' By: aanrgccg�ee nai Name:HayYM watson Title: Manager Address: Te Amo LLC Attn: Hayden Watson 963 SW Simpson Ave Suite 110 Bend, Oregon 97702 (360) 910-1426 With a Copy to: Bahrman Law LLC Attn: Thomas Bahrman 985 SW Disk Dr Suite 120 Bend, Oregon 97702 (541) 617-9612 SIGNATURE PAGE TO LIMITED LIABILITY COMPANY AGREEMENT OF AVILA EAGLE GROVE,LLC DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 Limited Liability Company Agreement of Avila Eagle Grove, LLC EXHIBITS A—Description of Property B —Business Plan and Project Budget C—Entitlement Management D—Certain Tax and Accounting Matters E—Members DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 EXHIBIT "A" DESCRIPTION OF PROPERTY This Exhibit A is attached to that Limited Liability Company Agreement of Avila Eagle Grove, LLC (the "Agreement") dated as of August 27, 2021. All capitalized terms used in this Exhibit and not otherwise defined shall have the meanings given them in the Agreement to which this Exhibit is attached. As used in the Agreement, the defined term "Property" shall include that certain real property located in the City of Meridian, State of Idaho, and more particularly described as follows (the "Land"): Parcel I: Lot I in Block I of Vantage Pointe Subdivision according to the official plat thereof,filed in Book 80 of Plats at Pages 8575 and 8576, records of Ada County, Idaho. Parcel II: A parcel of land being a portion of Lots 2 and 14,Block I of Vantage Pointe Subdivision according to the official plat thereof,filed in Book 80 of Plats at Pages 8575 and 8576,records of Ada County, Idaho, Recorders office, located in the North half of the Southwest quarter of Section 4, Township 2 North,Range I East,Boise Meridian,Ada County,Idaho more particularly described as follows: Commencing at the West quarter corner of Section 4, Township 2 North, Range 1 East, Boise Meridian; thence South 89°38'43" East 30.00 feet to the Northwest corner of Lot 2, Block 1, Vantage Pointe Subdivision, a point on the Easterly right-of-way of Eagle Road, the Real Point of Beginning of this description. Along platted line of Lot 2, Block 1 as follows; thence continuing South 89°38'43" East 1199.54 feet to a point; thence South 00°2I'17" West 56.29 feet to a point of curvature; thence along a curve to the right 100.61 feet, said curve having a radius of 100.00 feet, a central angle of 57 °38'43",tangents of 55.03 feet, and a chord which bears South 60°49'22"East 96.42 feet to a point of tangency; thence South 32°00'00" East 68.90 feet to a point of curvature; thence along a curve to the left 171.04 feet, said curve having a radius of 170.00 feet, a central angle of 57 °38'43",tangents of 93.55 feet, and a chord which bears South 60°49'22"East 163.91 feet to a point of tangency; thence South 89°38'43"East 15.00 feet to a point; thence South 00°22'22" West 52.33 feet to a point; thence Ex. A-1 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 South 27'32'19"East 172.02 feet to a point; thence South 56°00'00" East 23.85 feet to a point; thence North 88°00'00"East 135.74 feet to a point; thence South 89°55'24" East 206.00 feet to a point; thence North 88°41'25"East 183.25 feet to a point; thence South 37°19'37" East 81.09 feet to a point; thence South 00°46'33" West 160.02 feet to the Westerly corner common to Platted Lots 14 and 15, Block 1; Leaving said platted line Lot 2, Block 1; thence South 17°45'53" West 133.25 feet to a point; thence South 62°19'01"East 273.21 feet to a point of curvature; thence along a curve to the right 26.76 feet, said curve having a radius of 20.00 feet, a central angle of 76 °39'27", tangents of 15.81 feet, and a chord which bears South 39°06'17" West 24.81 feet to a point of reverse curvature being the platted Southeast corner of Lot 14, Block 1. Along platted line Lot 2, Block 1 as follows; thence along a curve to the left 131.50 feet, said curve having a radius of 45.00 feet, a central angle of 167 °25'41",tangents of 408.53 feet, and a chord which bears South 06 °16'50" East 89.46 feet to a point; thence South 00°00'00" East 68.61 feet to a point; thence South 42°00'00"East 16.09 feet to a point; thence South 76°00'00" East 238.87 feet to a point; thence South 00°46'33" West 150.97 feet to the Southeast corner of the North half of the Southwest quarter; thence North 89°49'32"West 1784.88 feet to a point on the South line of said North half; thence North 11'22'23"West 153.62 feet to a point; thence North 58°58'22" West 903.45 feet to a point on the Easterly right-of-way of Eagle Road; thence North 00°22'17" East 712.78 feet along said right-of-way to the Real Point of Beginning of this description. TOGETHER with all of the following: (a) all rights, privileges and easements, including, without limitation, (i) light, air, ventilation and emergency ingress and egress easements appurtenant to the Land,(ii) all rights relating Ex. A-2 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 to minerals, oil, gas and other hydrocarbon substances, (iii) all development rights, land use entitlements, building permits, licenses, permits and certificates, utility commitments, tentative maps, final maps, air rights, water, water rights, riparian rights and water stock relating to the Land, (iv) any rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land, and (v) all of Sponsor's or any of its Affiliates' right, title and interest in and to all roads, easements, rights of way and alleys adjoining or servicing the Land(collectively, the "Appurtenances"); (b) all improvements and fixtures located on the Land and Appurtenances, including, without limitation, (i) all electrical, mechanical, plumbing, security, HVAC, telephone, cable, water, storm sewer, sanitary sewer, garbage disposal and all other utility systems and connections relating to the Property, (ii) all life safety and support systems specified in any plans pertaining to the Property or otherwise required under any applicable local, state or federal laws, codes,rules and regulations,including all sprinkler, smoke detection, security and fire prevention systems, (iii) all equipment, machinery, shafts, flues, piping, wiring, ducts, ductwork, panels, instrumentation and other appurtenances related to any of the items listed under clause (i) or clause (ii) above, (iv) all floor and window coverings and appliances used in connection with the operation or occupancy thereof, (v) all roadways, driveways and parking, and(vi) all trees, shrubs, grasses, fences, decks,patios, walkways, irrigation systems, lighting, walls, and other landscaping contemplated by or depicted in any plans relating to the Property(collectively,the"Improvements"and together with the Land and Appurtenances the "Real Property"); (c) all tangible personal property owned by Sponsor or any of its Affiliates located on or in or used in connection with the Property, including, without limitation, all fences, sandbags, signs and silt fencing (collectively, the "Tangible Personal Property"); and (d) all intangible personal property now or hereafter owned by Sponsor or any of its Affiliates and used in the ownership, use, operation, occupancy, maintenance or development of the Real Property and Tangible Personal Property, including, without limitation, (i) all marketing, advertising and promotional materials and photographs, the right to use the name "Eagle Terrace" and any other trade name now used in connection with the Real Property, (ii) to the extent approved by Strategic Member, as determined by Strategic Member in its sole and absolute discretion, all contracts, plans and specifications (including, without limitation, any architectural or engineering plans relating to the Property), licenses, stormwater pollution prevention permits, lease rights (including, without limitation, the lessor's interest in and to all tenant leases, rental agreements, subleases and tenancies,including all amendments and modifications), agreements,bonds, subdivision improvement agreements, development agreements, records, substantive correspondence, files and other documents affecting in any way a right to own, develop, use, operate, occupy or sell any portion of the Real Property and all guaranties thereof and all amendments thereto, (iii) Sponsor's and/or its Affiliates' interest in all deposits, including deposits made by tenants and any deposits made by Sponsor or any of its Affiliates with any governmental authority in connection with Property(including,without limitation, any deposits required to process any approvals or construct any improvements), (iv) any prepaid rent,if any and(v) all other agreements or rights relating to the ownership, use, development and operation of the Real Property or Tangible Personal Property Ex. A-3 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 (individually and collectively, the "Intangible Property" and together with the Tangible Personal Property the "Personal Property"). Ex. A-4 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 EXHIBIT "B" BUSINESS PLAN AND PROJECT BUDGET I. Objective: Acquire this 60 acre vacant land parcel, entitle it for 96+/- large lots (10,000+ SF), and sell the project with a final map ready to record to a merchant builder, with a preferred buyer being HHIF VI, LLC. 2. Product Summary: Anticipated are first move up single family detached homes with a mix of single and two story plans, where the homebuyer has the option to select the plan and the lot. Plans are anticipated to range from 1800 to 3000 sf living area, 2 and 3 car garages. 3. Market Summary: The greater Boise market is entering a phase of significant growth, fueled by relatively affordable housing, a strong local economy, low taxes, abundant recreational opportunities surrounding Boise, and a sunny-dry climate. The City of Meridian is considered one of the best submarkets in greater Boise, due to its easy-commute central location, good schools, and new infrastructure. Boise's promising future is evident by the national public homebuilders that are now establishing operations there: Lennar, Richmond American, and KB Homes. Toll Brothers has had a presence in Boise for several years from its acquisition of Coleman Homes. 4. Project Budget: A summary income statement is shown below. Detailed financials are available upon request. ITEM AMOUNT PER LOT AMOUNT Land Sale Revenue,Net $34,000,000 $174,000 Land Acquisition $7,600,000 $39,000 Consultants $1,000,000 $6,000 Planning Fees $500,000 $3,000 G&A $525,000 $3,000 Insurance $450,000 $3,000 Contingency $110,000 $1,000 Net Profit $23,815,000 $119,000 Exhibit B-1 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 EXHIBIT "C" ENTITLEMENT MANAGEMENT Sponsor shall be responsible for all project management tasks. Generally, the primary tasks are (1) due diligence investigation, (2) approval of concept plans, and (3) oversight of entitlement process. Tasks in support of the primary tasks include: (A) consultant selection, (B) processing of invoices for expenses, and(C) maintaining the budget and schedule. I. Conducting Due Diligence. Sponsor shall be responsible for all aspects of conducting due diligence investigation of the property, for reporting findings to Investor, and for renegotiating with landowner to the extent findings impair the value of or entitlement of Property. Areas for investigation shall include (but are not be limited to): (1)review of title especially with respect to easements, exceptions, legal description, and ownership, (2) physical inspection of property, including environmental site assessment, geotechnical, arborist, archeological and cultural resources, ALTA survey, biological assessment including protected plant and animal species and wetlands, noise impacts, traffic impacts, (3) thorough understanding of the discretionary and administerial approvals needed from regulating governmental agencies to permit the Project to be completed as contemplated. Sponsor may assemble a team of specialty consultants to assist with all due diligence matters. Sponsor must complete the due diligence investigation and provide a summary report to Investor not less than 2 Business Days prior to the deadline for feasibility approval. The decision to waive feasibility under the Purchase Agreement and to close the purchase of the Property shall be the exclusive right of Investor. 2. Obtaining Approval of Concept Plans Entitlements): Sponsor shall be responsible for all steps necessary to obtain discretionary approvals of project concept, from all regulating governmental agencies. Anticipated approvals are (1) subdivision plat map, (2) tree removal permit, and (3) annexation into the City of Meridian. Steps to obtaining approvals may vary by regulating agency but will generally include: (A) coordinating documentation as produced by the consulting team, (B) submitting applications with supporting documents, (C) paying application fees (D) responding to questions and comments from agency staff and (E) making presentations and otherwise representing the interests of the project before elected officials, senior staff, and in public forums. 3. Managing Budget and Schedule. Sponsor shall maintain and update the project budget and schedule in a form as depicted in Exhibit B, Business Plan and Project Budget. Increases to the budget or extensions to the major project milestones must be approved in writing by Investor. Change orders which affect the budget and/or schedule must be approved in writing by Investor. 4. Processing Project Expenditures. Sponsor shall review all third-party invoices for conformance to contracts and billing procedures. On a once or twice per month basis (depending on the quantity of invoices received) Sponsor shall assemble invoices, prepare a summary spreadsheet of invoices, update the budget/job cost report, and submit this package to Investor for review and approval. Exhibit C-1 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 5. Consultant Management. Sponsor shall be responsible for managing all specialty consultants needed to conduct due diligence, to submit and obtain approvals for concepts, and to submit and obtain approvals for any construction documents. Sponsor may not retain consultants to perform tasks for which Sponsor is directly responsible, such as meeting with city officials or processing project expenditures. Consultant management tasks generally include: (1) identifying, soliciting bids from, reviewing bids, negotiating fees and scopes, and entering into contracts with consultants, (2) interacting with consultants to ensure that project milestones are met, and (3) providing clear direction to consultants whenever project conditions change. Exhibit C-2 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 EXHIBIT "D" CERTAIN TAX AND ACCOUNTING MATTERS (Attached) Exhibit D-1 DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 EXHIBIT "E" CONTRIBUTION AND COMPANY PERCENTAGE Initial Capital Maximum Company Contribution Contribution Amount Percentage Te Arno LLC $1,730,700 $2,500,000 19.23% Avila Meridian, LLC $7,269,300 $10,500,000 80.77% Avila Meridian MM, $0 $0 0% LLC Total $9,000,000 $13,000,000 100% Exhibit E DocuSign Envelope ID:86884576-B5DD-45C7-A92C-64C5008028D9 LIMITED LIABILITY COMPANY AGREEMENT OF AVILA EAGLE GROVE, LLC, a Delaware limited liability company by and between TE AMO DESPACIO LLC, an Washington limited liability company, as Sponsor AVILA MERIDIAN MM, LLC, a Delaware limited liability company, as Strategic Member AVILA MERIDIAN, LLC, a Delaware limited liability company, as Investor