WP5 Meridian II, LLC Operating Agreement (2) V1WP5 MERIDIAN II, LLC
OPERATING AGREEMENT
This Operating Agreement (this "Agreement") is entered into this day of
October 2021 by and among the signatories to this Agreement.
Explanatory Statement
The parties have agreed to organize a limited liability company in accordance with the
terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
DEFINED TERMS
Capitalized terms not defined in this Agreement shall have the meanings specified in the
Delaware Limited Liability Company Act, Delaware Code, Title 6, Sections 18-101, et sec , as
amended from time to time (the "Act").
ARTICLE II
FORMATION AND NAME; TERM
2.1 Organization. The parties hereby organize a limited liability company pursuant
to the Act and the provisions of this Agreement. The Company has caused the Certificate of
Formation to be prepared, executed, and filed with the Secretary of State.
2.2 Name of the Company. The name of the Company shall be "WP5 Meridian II,
LLC." The Company may do business under that name and under any other name or names
which the Manager selects. If the Company does business under a name other than that set forth
in its Certificate of Formation, the Company shall file and publish a fictitious business name
statement as required by law.
2.3 Term. The Company shall continue in existence perpetually, unless sooner
dissolved as provided by this Agreement or required by the Act.
2.4 Members. The name, present mailing address, taxpayer identification number,
and Percentage of each Member are set forth on Exhibit A.
ARTICLE III
MEMBERS; CAPITAL; CAPITAL ACCOUNTS
3.1 Initial Contributions. Upon the execution of this Agreement, the balance of the
Member's initial capital contributions are as set forth in the books and records of the Company.
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ARTICLE IV
PROFIT, LOSS, AND DISTRIBUTION
4.1 Profit or Loss. For any taxable year of the Company, Profit or Loss shall be
allocated to the Interest Holders in proportion to their Percentages. "Profit" and "Loss" means,
for each taxable year of the Company (or other period for which Profit or Loss must be
computed), the Company's taxable income or loss determined in accordance with IRC
Section 703(a).
4.2 Cash Flow. Cash Flow for each taxable year of the Company shall be distributed
to the Interest Holders in proportion to their Percentages.
4.3 Liquidation and Dissolution.
(a) Upon liquidation of the Company, the assets of the Company shall be
distributed to the Interest Holders in accordance with the positive balances in their respective
capital accounts, after giving effect to all Contributions, Distributions, and allocations for all
periods.
(b) No Interest Holder shall be obligated to restore a Negative Capital
Account. "Negative Capital Account" means a capital account with a balance of less than zero.
4.4 General.
(a) Except as otherwise provided in this Agreement, the timing and amount of
all Distributions shall be determined by the Manager.
(b) The Manager is hereby authorized, upon the advice of the Company's tax
counsel, to amend this Article IV to comply with the Code and the Regulations promulgated
under IRC Section 704(b); provided, however, that no amendment shall materially affect
Distributions to an Interest Holder without the Interest Holder's prior written consent. "Code"
means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any
succeeding revenue law. "Regulation" means the income tax regulations, including any
temporary regulations, from time to time promulgated under the Code.
ARTICLE V
MANAGEMENT: RIGHTS, POWERS, AND DUTIES
5.1 Management.
(a) Manager. The Company shall be managed by the Manager, who may, but
need not be, a Member. PMW Manager, LLC, a Delaware limited liability company is hereby
designated to serve as the Manager.
(b) General Powers. The Manager shall have full, exclusive, and complete
discretion, power, and authority, subject in all cases to the other provisions of this Agreement
and the requirements of applicable law, to manage, control, administer, and operate the business
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and affairs of the Company for the purposes herein stated and to make all decisions affecting
such business and affairs.
5.2 Indemnification of Each Manager.
(a) Manager shall not be liable, responsible, or accountable, in damages or
otherwise, to any Member or to the Company for any act performed by Manager within the
scope of the authority conferred on Manager by this Agreement, and within the standard of care
specified in Section 5.2(b).
(b) The Company shall indemnify Manager for any act performed by the
Manager within the scope of the authority conferred on the Manager by this Agreement, unless
such act constitutes grossly negligent or reckless conduct, intentional misconduct, or a knowing
violation of law.
ARTICLE VI
TRANSFER OF INTERESTS AND WITHDRAWALS
OF MEMBERS
6.1 Transfers. Except as provided herein, no Member may Transfer all, or any
portion of, or any interest or rights in, the Membership Interest owned by the Member. Each
Member hereby acknowledges the reasonableness of this prohibition in view of the purposes of
the Company and the relationship of the Members. The attempted Transfer of any portion or all
of a Membership Interest in violation of the prohibition contained in this Section 6.1 shall be
deemed invalid, null and void, and of no force or effect, except any Transfer mandated by
operation of law and then only to the extent necessary to give effect to such Transfer by
operation of law.
ARTICLE VII
DISSOLUTION, LIQUIDATION, AND TERMINATION
OF THE COMPANY
7.1 Events of Dissolution. The Company shall be dissolved upon the happening of
any of the following events:
(a) when the period fixed for its duration in Section 2.3 has expired; or
(b) upon the unanimous written agreement of the Members.
ARTICLE VIII
BOOKS, RECORDS, ACCOUNTING, AND TAX ELECTIONS
8.1 Bank Accounts. All funds of the Company shall be deposited in a bank account
or accounts opened in the Company's name. The Manager shall determine the financial
institution or institutions at which the accounts will be opened and maintained, the types of
accounts, and the persons who will have authority with respect to the accounts and the funds
therein.
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8.2 Tax Matters Partner. Patrick M. Wood shall be the Tax Matters Partner for
purposes of IRC Section 6231(a)(7), and shall have all the authority granted by the Code to the
Tax Matters Partner.
8.3 Title to Company Property. All real and personal property acquired by the
Company shall be acquired and held by the Company in the Company's name.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notifications. Any notice, demand, consent, election, offer, approval, request, or
other communication (collectively a "notice") required or permitted under this Agreement must
be in writing and delivered personally, sent by certified or registered mail, postage prepaid,
return receipt requested or sent by overnight courier. Any notice to be given hereunder by the
Company shall be given by the Manager. A notice must be addressed to Member at the last
known address on the records of the Company. A notice to the Company must be addressed to
the Company's principal office. A notice delivered personally will be deemed given only when
acknowledged in writing by the person to whom it is delivered. A notice that is sent by Mail will
be deemed given three (3) business days after it is Mailed. A notice that is sent by courier will
be deemed given one (1) business day after it is couriered. Any party may designate, by notice
to all of the others, substitute addresses or addressees for notices; and, thereafter, notices are to
be directed to those substitute addresses or addressees.
9.2 Integration. This Agreement constitutes the complete and exclusive statement of
the agreement among the Members. It supersedes all prior written and oral statements, including
any prior representation, statement, condition, or warranty. Except as expressly provided
otherwise herein, this Agreement may not be amended without the written consent of all of the
Members.
9.3 Applicable Law. All questions concerning the construction, validity, and
interpretation of this Agreement and the performance of the obligations imposed by this
Agreement shall be governed by the internal law, not the law of conflicts, of the State of
Delaware.
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IN WITNESS WHEREOF, the parties have executed, or caused this Agreement to be
executed as of the date first above written.
WP5 MERIDIAN II INVESTORS, LLC
a Delaware limited liability company
By: PMW MANAGER, LLC,
a Delaware limited liability company
By: v
Name: Patrick M. Wood
Title: Manager
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CONSENT OF MANAGER
PMW Manager, LLC, a Delaware limited liability company, in its capacity as Manager of
the Company, hereby consents to the foregoing Agreement and agrees to act as Manager
thereunder.
PMW MANAGER, LLC,
a Delaware limited liability company
By:
Name: Patrick M. Wood
Title: Manager
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EXHIBIT A
LIST OF MEMBERS AND PERCENTAGES
Name, Address and Taxpayer Percentage
Identification No. of Members Interest
WP5 MERIDIAN II INVESTORS, LLC 100.00%
c/o Wood Investments Co., Inc.
2950 Airway Ave., Ste A-9
Costa Mesa, CA 92626
Totals: 100.00%0
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