SW8060133_HISTORICAL FILE_20210528

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW8 0k-c>0k33
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
n HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
2p2i0S2is
YYYYMMDD

(4577 LIMITED LIABILITY COMPANY ANNUAL REPORT
10/2017
NAME OF LIMITED LIABILITY COMPANY: tP_VO.Lelend, LLC
SECRETARY OF STATE ID NUMBER: 2092444
REPORT FOR THE CALENDAR YEAR: 2021
SECTION A: REGISTERED AGENTS INFORMATION
STATE OF FORMATION: INC
1. NAME OF REGISTERED AGENT: Recistered AOentS Inc.
2. SIGNATURE OF THE NEW REGISTERED AGENT:
Filing Office Use Only
E - Filed Annual Report
2092444
CA202108218702
3/23/2021 05:00
Changes
SIGNATURE CONSTITUTES CONSENT TO THE APPOINTMENT
3. REGISTERED AGENT OFFICE STREET ADDRESS & COUNTY 4. REGISTERED AGENT OFFICE MAILING ADDRESS
4030 Wake Forest Road, Ste 349
4030 Wake Forest Road, Ste 349
Raleigh, NC 27609 Wake County Raleigh, NC 27609
SECTION B: PRINCIPAL OFFICE INFORMATION
1. DESCRIPTION OF NATURE OF BUSINESS: Real Estate
2. PRINCIPAL OFFICE PHONE NUMBER: [phone] 3. PRINCIPAL OFFICE EMAIL: Privacy Redaction
4. PRINCIPAL OFFICE STREET ADDRESS 5. PRINCIPAL OFFICE MAILING ADDRESS
4030 Wake Forest Road, Suite 349 471 N Broadway #351
Raleigh, NC 27609-0010 Jericho, NY 11753-2106
6. Select one of the following if applicable. (Optional see instructions)
❑ The company is a veteran -owned small business
❑ The company is a service -disabled veteran -owned small business
SECTION C: COMPANY OFFICIALS (Enter additional company officials in Section E.)
NAME: (j SOS Capital LLC
TITLE: Manager
ADDRESS:
471 N Broadway, #351
Jericho, NY 11753
NAME:
TITLE:
ADDRESS:
NAME:
TITLE:
ADDRESS:
SECTION D: CERTIFICATION OF ANNUAL REPORT. Section D must be completed in its entirety by a person/business entity.
Mesos Capital LLC, by Pancham Gupta Managing Member 3/23/2021
SIGNATURE
Form must be signed by a Company Official listed under Section C of This form.
DATE
Mesos Capital LLC, by Pancham Gupta Managing Member Manager
Print or Type Name of Company Official Pnnt or Type Title of Company Official
This Annual Report has been filed electronically.
MAIL TO: Secretary of State, Business Registration Division, Post Office Box 29525, Raleigh, NC 27626-0525
■

State of North Carolina
Department of the Secretary of State
ARTICLES OF DISSOLUTION OF
LIMITED LIABILITY COMPANY
SOSID: 1621892
Date Filed: 9/13/2017 2:38:00 PM
Effective: 9/5/2017
Elaine F. Marshall
North Carolina Secretary of State
C2017 254 00329
Pursuant to §57D-6-09 of the General Statutes of North Carolina, the undersigned limited liability company hereby submits the
following Articles of Dissolution for the purpose of dissolving the limited liability company.
The name of the limited liability company is: Meson Capital, LLC
.2. *The North Carolina Secretary of State Id Number (SOSIDit): 1621892
13. The effective date (which shall be date certain) of the dissolution is: 09/05/2017
(See instructions)
'4. Attach any other information determined by the Company Officials filing these articles.
This the 5th day of September 20 17
Mesos Capital, LLC
am of Li it Li bility Company
Signature
Clemen Cunningham, Organizer
Type or Print Name and Title
I
,Notes: --
j 1. _ FBing fee is $30. This document must be Ned with the Secretary of State.
' 2. *The SOS@k is not a mandatory field, but aide in identifying the correct entity for filing.
CORPORATIONS DIVISION P.O. BOX 29622 RALEIGH, NC 27626-0622
(Re ised.lnnuary, 2014) (Farm L-07)
NU55-IMMO13 Warm Aluw>nnlla

LIMITED LIABILITY COMPANY ANNUAL REPORT ■
1012017
NAME OF LIMITED LIABILITY COMPANY: (Park at Village Oaks, LLC-�
SECRETARY OF STATE ID NUMBER: 0817415 STATE OF FORMATION: NC
REPORT FOR THE CALENDAR YEAR: 2020
SECTION A: REGISTERED AGENT'S INFORMATION
1. NAME OF REGISTERED AGENT: Sweyer, Richard D
2. SIGNATURE OF THE NEW REGISTERED AGENT:
E - Filed Annual Report
0817415
CA202108108484
3/22/2021 04:30
Changes
SIGNATURE CONSTITUTES CONSENT TO THE APPOINTMENT
3. REGISTERED AGENT OFFICE STREET ADDRESS & COUNTY 4. REGISTERED AGENT OFFICE MAILING ADDRESS
1612 Military Cutoff Rd, Suite 303
1612 Military Cutoff Rd, Suite 303
Wilmington, NC 28403 New Hanover County Wilmington, NC 28403
SECTION B:
1. DESCRIPTION OF NATURE OF BUSINESS: Real Estate
2. PRINCIPAL OFFICE PHONE NUMBER: [phone] 3. PRINCIPAL OFFICE EMAIL: Privacy Redaction
4. PRINCIPAL OFFICE STREET ADDRESS
1612 Military Cutoff Road, Suite 303
5. PRINCIPAL OFFICE MAILING ADDRESS
1612 Military Cutoff Road
Wilmington„ NC 28403-5743 Wilmington„ NC 28403-5743
6. Select one of the following if applicable. (Optional see instructions)
The company is a veteran -owned small business
The company is a service -disabled veteran -owned small business
SECTION C: COMPANY OFFICIALS (Enter additional company officials in Section E.)
NAME: Matthew Reed Builders LLC
TITLE: Mana
ADDRESS:
NAME: ,John Lare NAME: (Tom Tucker
TITLE: Manager TITLE: (Member
ADDRESS:
ADDRESS:
1612 Military Cutoff 1612 Military Cutoff Road 1612 Military Cutoff Rd
Wilmington, NC 28403 Wilmington, NC 28403 Wilmington, NC 28403
SECTION D: CERTIFICATION OF ANNUAL REPORT. Section D must be completed in its entirety by a person/business entity.
Matthew Reed Builders LLC, by Richard D Sweyer Member
SIGNATURE
Form must be signed by a Company Official listed under Section C of This form.
3/22/2021
DATE
Matthew Reed Builders LLC, by Richard D Sweyer Member Manager
Printer Type Name of Company Official Print or Type Title of Company Official
This Annual Report has been filed electronically.
MAIL TO: Secretary of State, Business Registration Division, Post Office Box 29525, Raleigh, NC 27626-0525

Burd, Tina J
From: Burd, Tina 1
Sent: Wednesday, March 3, 2021 2:48 PM
To: Tom Tucker; [e-mail];
[e-mail]
Subject: SW8 060133 - Village Oaks Apartments
The Wilmington Regional Office of the Division of Energy, Mineral and Land Resources (Stormwater Section) accepted
the Stormwater Permit Transfer Application and $505.00 fee for the subject project on March 1, 2021. The project has
been assigned to Kelly Johnson and you will be notified if additional information is needed.
Best Regards,
Tina Burd
Administrative Associate II
Wilmington Regional Office
Division of Environmental Assistance & Customer Service
Phone [phone]
NCDEQ
Wilmington Regional Office
127 Cardinal Drive Ext.
Wilmington, NC 28405
Snail correspondence to and from this address is subject to the
North Carolina Public Records Law and may be disclosed to third parties,
Website: http://deg.nc.gov/about/divisions/enerev-mineral-land-resources/stormwater

Transfer Application Completeness Review Checklist - Short Version
Permit#: �((L-A(-. D-AKS �P>g�Tr+�tte�f'C Date Delivered to WlRO:
Project Name: Wy 0(0 p (: BIMS Received/Accepted D
Project County/Location: �JF QJh)9t,J l C(C �Le, <_,,q n} BIMS Acknowledged Datet:
* Permit Expriation Date* 2 r� if w/in 6 mo, STOP - needs renewal first.
Exception: only new permittee is submitting.
Proposed Permittee Type & Docu ents Needed:
"Property Owner(s) Purchaser
uLessee
Viable? Viable?
Viable'
IQDeed Purchase Agmt Lease
Not Subdivided: Deed
Subdivision: Common Area Deed
Current Permittee Signed Application?
Cy N
If not, Dissolved/No Longer Owns
y / N
Property/ Not Living
Proposed Permittee Signed Application?
/ V y N
Paperwork
Application
Fee:
$505 (within 6mo) Check#(s):
1507—A�3
Deed Restrictions, if subdivided:
12PE Certification
Project Narrative
Easements, Recorded (2017 Rules)
EZIO&M on File (unless new one from HOA)
Electronic Copies
NOTES:
'Enter BIMS Acknowledged Date on this Sheet
EMAILED ENGINEER DATE:
REVIEWER NAME:�LL
G:WQ\\\Reference Library\Procedures\Checklists\Completeness Review Checklist 20200131
/ AD7—f
ate:
OHOA ODeveloper
Viable? Viable?
aElection Minutes
050% Sold List (only if HOA doesn't sign)
Common Area Deed in HOA's Name
Deed Restrictions Recorded
EPE Certification
BUA/Lot Summary
O&M (If HOA Signed Application)
Re,eA fT
0;�) c5. -r-)D yDv STfI:c_
* Jt i i 7

7332 Cotesworth Drive
Wilmington, NC 28405
[phone]
PLANNING - ENGINEERING - PROJECT MANAGEMENT
NCDEQ
129 Cardinal Drive Ext.
Wilmington, NC 28405
RE: Engineer's Certification
Stormwater Permit No. SW8 060133 Mod
Village Oaks Apartments
Brunswick County
To Whom it may concern.
This letter contains my engineering certification for the above -mentioned
project. I have based this certification based on my review of the plans, my
review of the permit, and my personal inspection of the site.
My initial site visit on May 1, 2020 uncovered several maintenance items with
the ponds and the rear rain gutters. All issues have been addressed to my
professional satisfaction.
This permit expired on February 20, 2016. The Owner is aware of this situation
and is in the process of renewing the permit. The attached certification is one
of the steps being taken to renew the permit.
Sincerely yours
Brad Sedgwick, PE
Attachment: Engineer's Certification
MAR tl 1ti21 l;

OPERATING AGREEMENT
OF
PARK AT VILLAGE OAKS, LLC
THIS OPERATING AGREEMENT OF PARK AT VILLAGE OAKS, LLC, a
limited liability company organized and existing under the laws of the State of North Carolina
(the "Company"), is entered into as of I 20�, by and among M & John
Properties, LLC, a North Carolina Limited Liabi ty Company, and Matthew Reed Builders, LLC,
a North Carolina Limited Liability Company, and Tom Tucker, an individual resident of North
Carolina (individually referred to herein as a "Member" and collectively referred to herein as
"Members").
WITNESSETH:
WHEREAS, the Company has been formed as a limited liability company under the
provisions of the North Carolina Limited Liability Company Act for the purposes hereinatler
described; and
WHEREAS, the Members desire to set forth herein their respective rights, duties,
obligations, and. responsibilities with respect to such company; and
WHEREAS, the Members believe that the formation of the Company and the contribution
thereto of certain interests will further the interests of the Members including without limitation
the following:
(1) The enhancement of the ability to secure any necessary financing in
connection with the business of the Company upon favorable terms through the combination of
assets owned by the Members into a single entity; and
(2) Certain other business, financial and economic advantages which the Members
believe will result from the consolidation and simplified management of the Members' assets
contributed herein;
NOW, THEREFORE, in consideration of the mutual promises, obligations, and
agreements contained herein, the parties hereto, intending to be legally bound, do hereby agree as
follows:
SECTION 1. Formation of Limited Liability Company
The Company was formed on December 13, 2005, upon the filing of its Articles of
Organization with the North Carolina Secretary of State in accordance with the North Carolina
Limited Liability Company Act. William H. Fuss (the "Organizer") was the organizer of the
MAR 0 1 210i i
BY:

Company at that time, and effective as of December 13, 2005 the Organizer assigned his interests
in the Company to M & John Properties, LLC, who has assigned a 33 1/3% membership interest
in the Company to Matthew Reed Builders, LLC and a 33 1/3% membership interest in the
Company to Tom Tucker, who, together with M & John Properties, LLC, consist of all of the
Members of the Company as of the date hereof. The Members agree to do or cause to be done all
such filing, recording, or other acts as may be necessary or appropriate from time to time to
comply with the requirements of law for the formation and operation of a limited liability
company in the State of North Carolina and any such requirements in any other jurisdiction in
which the Company may do business. All costs incurred by the Members in conmection with the
foregoing, including, without limitation, legal fees in connection therewith, shall be expenses of
the Company and shall be reimbursed promptly by the Company upon the completion of such
action.
SECTION 2. Name, Principal Place of Business, and Registered Office and Agent
2.1 Name. The name of the Company shall be Park at Village Oaks, LLC. The Company
may adopt such trade or business names as the Members shall consider appropriate.
2.2 Place of Business and Registered Office and Agent. The principal place of business
and registered office of the Company shall be located at 1630 Military Cutoff Road, Wilmington,
North Carolina 28403, or at such place as the Members may designate. The registered agent of the
Company shall be John Lare or any other person designated as such by the Members.
SECTION 3. Purpose of Company
The primary purpose of the Company shall be to acquire, develop, own and manage an
apartment complex.
SECTION 4. Term
The term of the Company shall commence upon the execution of this Agreement,
followed by the Ming of the duly executed articles of organization in the office of the Secretary of
State of North Carolina and shall continue until the Company is liquidated and dissolved pursuant
to the provisions of Section 18 hereof
SECTION 5. Definitions
For purposes of this Agreement, each of the following terms, when used with an initial
capital letter, shall have the meaning hereinafter provided.
5.1 "Agreement" means this Operating Agreement of Park at Village Oaks, LLC
5.2 "Capital Account" means the account maintained for each Member in accordance

with Section 7.3 of this Agreement.
5.3 "Code" means the Internal Revenue Code of 1986, as amended from time to time.
5.4 "Defaulting Event" shell mean (i) a general assignment by a Member for the benefit
of creditors; (ii) the appointment of a receiver, trustee, or custodian for all or any substantial part
of the property and assets of a Member, (iii) the entry of an order for relief under Federal
bankruptcy laws, as amended from time to time, against a Member, or any other judgment or
decree entered against a Member by any court of competent jurisdiction, which order or decree
continues unstayed and in effect for a period of sixty (60) consecutive days, in any involuntary
proceeding against a Member under the present or future Federal bankruptcy laws or under any
other applicable bankruptcy, insolvency, or other laws respecting debtor's rights; and (iv) the
commencement by a Member of any voluntary proceeding under present or future Federal
bankruptcy laws or under any other applicable bankruptcy, insolvency, or other Paws respecting
debtor's rights.
5.5 "Disabling Event" shall mean as to any Member, (a) the death of a Member, (b) the
arising of the obligation imposed on a Member to transfer the Member's Membership Interest to
such Member's spouse pursuant to a proceeding for the equitable distribution of marital property
under Section 50-20 of the North Carolina General Statutes or a comparable proceeding in
another state, or (c) a determination by a court of competent jurisdiction that the affected Member
is legally incompetent.
5.6 "Manager" and "Managers" shall mean John Lare, Dave Sweyer and Tom Tucker.
5.7 "Proxy" means a written statement, signed by a Member, authorizing another Member
to vote on a specific matter or to vote on all questions that may arise for decision at a meeting of
the Members. A proxy, to be valid, must specify the meeting to which it applies.
SECTION 6. Percentage Interest In the Company
Each Member's percentage interest in the Company (hereinafter referred to as "Percentage
Interest") shall be as initially determined and thereafter adjusted to the extent required by dividing
the amount of his or her aggregate capital contributions to the Company (including the Member's
initial capital contribution and any additional capital contribution by said Member) by the total
aggregate capital contributions of all the Members. The initial Percentage Interest of each
Member shall be the percentage set forth below opposite his name:
Percentage
Members:
Interest
M & John Properties, LLC
33 1/3%
Matthew Reed Builders, LLC
33 1/3%
Tom Tucker
33 1/3%
TOTAL
100%

All references to a "majority in interest" of the Members or other designated group shall refer to
a majority of the Percentage Interests then held by the Members or other designated group.
SECTION 7. Capital
7.1 Capital Contributions. The Members have contributed as their initial capital
contributions to the Company all of their right, title, and interest in and to the property described
in Exhibit A hereto. The Members hereby agree that the property contributed to the Company has
a fair market value of and their respective capital accounts shall be credited with an initial capital
contribution equal to amounts described in Exhibit B hereto.
7.2 Additional Capital Contributions. No Member shall be obligated or required to make
any additional capital contributions to the Company. The Members may, however, make
additional contributions to the Company provided that such additional capital contributions are
made pro rate by all the Members or all the Members consent in writing to any non -pro rats
contribution. In the event of a non -pro rats contribution, the Percentage Interests of the respective
Members shall be adjusted accordingly.
7.3 Capital Accounts. Separate Capital Accounts shall be maintained for each Member in
accordance with the following provisions:
(a) To each Member's Capital Accounts there shall be credited the fair market
value of such Member's initial capital contribution and any additional capital contributions (net of
liabilities secured by contributed property that the Company is considered to assume or take
subject to under Code section 752), and such Member's distributive share of Company income
and gains, including tax-exempt income.
(b) To each Member's Capital Account there shall be debited the amount of cash
and the fair market value of any property distributed to such Member (net of liabilities secured by
such distributed property that the Member is considered to assume or take subject to under Code
section 752), and such Member's distributive share of Company losses and deductions.
In the event any interest in the Company is transferred in accordance with the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it
relates to the transferred interest. The Members shall have the authority to increase or decrease the
Capital Accounts of the Members to reflect a revaluation of Company property, and to take any
other actions recommended by counsel to the Company to maintain Capital Accounts in
accordance with sections 704(b) and 704(c) of the Code and Regulations promulgated thereunder.
7.4 Interest on and Return of Capital. No Member shall be entitled to any interest on such
Member's Capital Account or on such Member's contributions to the capital of the Company,
and, except as otherwise provided in Sections 16 and 17 of this Agreement, no Member shall have

the right to demand or to receive the return of all or any part of such Member's Capital Account
or of such Member's contributions to the capital of the Company.
75 Loans to the Company. The Company is hereby authorized to borrow fiords from one
or more Members, without limitation as to amount or term, at interest rates not to exceed the then
prime rate of interest as published in the Wall Street Journal from time to time. Except as
otherwise provided herein, the amount of a loan, if any, made to the Company by a Member shall
not be considered an increase in such Member's capital contribution or otherwise a contribution
to the Company, and the making of such loan shall not entitle such Member to an increased share
of the profits, losses, or distributions to be made pursuant to the provisions of this Agreement
without the consent of all Members.
SECTION 8. Allocation of Profits, Losses, and Tax Items
8.1 Allocation in General. The profits, losses, and distributive shares of tax items shall be
allocated to the Members pro rats. based upon their respective Percentage Interests during the
period over which such profits, or losses, and tax items were accrued. The Members shall have
authority to make any special allocations recommended by tax counsel to the Company as
accessary or appropriate for compliance with the provision of Subchapter K of the Code,
including without limitation sections 704(b) and 704(c) thereof, and Regulations promulgated
thereunder.
8.2 Special Rule Regarding Members' Capital Accounts. No Member shall be entitled to
any allocation of Company losses if such allocation would result in the Member having a negative
Capital Account balance (after increasing such Capital Account by any amount which the
Member is obligated to restore or is deemed to be obligated to restore pursuant to Treasury
Regulations § 1.704-2, and decreasing such Capital Account balance by the items set forth in
Treasury Regulations § 1.704-1 (b)(2)(ii)(dx4)-(6)) while any other Member has a positive
Capital Account balance (after adjustment for such items). In such event, Company losses shall be
allocated to the Members with positive Capital Accounts, as adjusted, until such Capital
Accounts, as adjusted, have been reduced to zero.
8.3 Qualified Income Offset. Any Member who unexpectedly receives an adjustment,
allocation or distribution as described in Treasury Regulations §1.704-1(b)(2)(ii)(d)(4)-(6) shall be
allocated items of Company income and gain in an amount and manner to eliminate any deficit in
such Member's Capital Account (after adjustment as described in Section 8.2 above) as quickly
as possible. This provision is intended to be a "qualified income offset" as defined in Treasury
Regulations § 1.704-1 (b)(2)(ii)(d), such Regulation being hereby incorporated by reference.
8.4 Minimum Gain Chargeback. If there is a net decrease in the Company's minimum
gain (as such term is defined in Treasury Regulations § 1.704-2) during any taxable year, each
Member shall be allocated, before any other allocation is made of Company items for such
taxable year, an amount equal to the greater of (i) such Member's share of the net decrease in

Company minimum gain allocable to the disposition of Company property subject to uonrecourse
liability, or (ii) the negative balance in such Member's Capital Account (after adjustment as
described in Section 8.2 above). This provision is intended to be a "minimum gain ebargeback" as
defined in Treasury Regulation § 1.704-2, such Regulation being hereby incorporated by
reference.
SECTION 9. Distributions to Members
9.1 Distribution of Cash. Except as otherwise provided in Sections 17 and lg of this
Agreement, distributions of cash sball be made by the Company to the Members in proportion to
their respective Percentage Interests in the Company at such times and in such amounts as may be
determined from time to time by the Members.
9.2 Distributions in Kind. Distributions in kind of property, in liquidation or otherwise,
shall be made only with the consent of all of the Members and only at a value established by the
Members. Prior to any such distribution in kind, the difference between such established value
and the book value of any such property to be distributed shall be credited or charged, as is
appropriate, to the Members' Capital Accounts in proportion to their Percentage Interests in the
Company. Upon the distribution of such property, such agreed upon value shall be charged to the
Capital Accounts of the Members receiving such distribution and the Percentage Interests of the
respective Members shall be adjusted accordingly.
SECTION 10. Limited Liability of Members
10.0 Company Losses and Debts. Notwithstanding the provisions hereof for the allocation
of the Company's net losses and for the distribution of cash to the Members by the Company, the
Members shall not be required to make any contributions to the capital of the Company for the
payment of any such losses or for any other purposes nor shall any Member be responsible or
obligated to any third parties for any debts or liabilities of the Company in excess of the sum of
his unrecovered contributions to the capital of the Company and his share of any undistributed
profits of the Company.
10.2 Negative Capital Accounts. The Members shall not be required to pay to the
Company or to any other Member any deficit or negative balance which may exist from time to
time in their respective Capital Accounts as a result of the provisions hereof for the allocation to
the Members of the Company's net losses and for the distribution of cash or other property to the
Members by the Company.
SECTION 11. Management of Company
11.1 Powers and Duties of Managers. The Managers shall be responsible for the day-
to-day management of the Company's business and affairs and shall devote such time and effort
to the Company as shall reasonably be required for its welfare and success. Specifically, except as

North Carolina or any other state on behalf of the Company. If at any time the Managers deem it
advisable or in the best interests of the Company that any property should be held by a nominee,
they may transfer such property to a corporation, individual, or other nominee for the Company,
but notwithstanding the transfer of any such nominee, said property shall be deemed to be the
property of the Company. Except as otherwise specifically provided in this Agreement, any
decision or determination required or permitted to be made hereunder by the Managers shall be
made by a majority of the Managers if at such time there is more than one Manager then acting.
The Members hereby appoint John Lare as the Manager of the Company.
11.2 Limitations on Authority of Manager. Notwithstanding the provisions of Section
11.1 above, the consent of a majority in interest of the Members shall be required to do any of the
following:
(a) directly or indirectly sell, transfer or otherwise dispose of all or
substantially all of the assets of the Company, or merge or combine the Company with any other
person or entity in any form of business combination (including without limitation entering into
any joint venture or partnership with any other person or entity);
(b) liquidate, dissolve or wind up the Company or any action by the Company
under any bankruptcy or insolvency statute or any other statute relating to any of the foregoing;
(c) any act in contravention of this Agreement;
(d) any act which would make it impossible to carry on the ordinary business
of the Company;
(e) confess a judgment against the Company; or
(f) file or consent to filing a petition for or against the Company under any
Federal or State bankruptcy, insolvency, or reorganization act.
11.3 Compensation for Services. The Company may pay to the Manager compensation
for any services that the Manager renders to the Company, in an amount commensurate with the
value of the services rendered as detennined by the Manager. If at any time there is more than one
Manager then acting, the Managers shall be compensated on an equal basis unless otherwise
approved by all the Managers.
11.4 Members Who Are Not Managers. Members who are not Managers shall not
participate in the general conduct or control of the Company's affairs and shall have no right or
authority to act for or to bind the Company. Subject to the limitations set forth herein, the
Members hereby consent to the exercise by the Managers of the powers conferred by this

Agreement and to the employment, when and if the same is deemed necessary or advisable, of
such brokers, agents, accountants, attorneys, and such other advisors as the Managers may
determine to be appropriate for the management of the Company business.
11.5 Liability of Managers. So long as the Managers shall act in good faith with respect
to the conduct of the business and affairs of the Company, the Managers shall not be liable or
accountable to the Company or to any of the Members, in damages or otherwise, for any error of
judgment, for any mistake of fact or of law, or for any other act or thing which they may do or
refrain from doing in connection with the business and affairs of the Company except in the case
of willful misconduct or gross negligence or breach of fiduciary duty.
11.6 Indemnity. The Company does hereby indemnify and agree to bold the Managers
wholly harmless from and against any loss, expense, or damage suffered by them by reason of
anything they may do or refrain from doing hereafter for and on behalf of the Company and in
furtherance of its interests; provided, however, that the Company shall not be required to
indemnify any Manager for any loss, expense, or damage which might suffer as a result of such
Manager's willful misconduct or gross negligence or breach of fiduciary duty.
11.7 Independent Investments. Any Member may engage independently or with others in
other business ventures of every nature and description, whether or not in competition with the
Company and its assets and properties and neither the Company nor any other Member shall have
any rights in and to such independent ventures or the income or profits derived therefrom.
SECTION 12. Investment Representations of the Members
12.1 Investment Intent. Each Member does hereby represent and warrant to the
Company that be has acquired his interest in the Company for investment solely for his own
account with the intention of holding such interest for investment, without any intention of
participating directly or indirectly in any distribution of any portion of such interest, and without
the financial participation of any other person in acquiring his interest in the Company.
12.2 Unregistered Company Interests. Each Member does hereby acknowledge that be is
aware that his interest in the Company has not been registered (i) under the Securities Act of
1933, as amended (the "Federal Acfj. (ii) under the Uniform Securities Act of the State of North
Carolina, as amended (the "Uniform Securities Act"), in reliance upon the exemption contained in
Section 78A-17(9) of the Uniform Securities Act, or (iii) under any other State securities laws.
Each Member further understands and acknowledges that his representations and warranties
contained in this Section 12 are being relied upon by the Company as the basis for the exemption
of the Members' interests in the Company from the registration requirements of the Federal Act
and from the registration requirements of the Uniform Securities Act and all other State securities
laws. Each Member further acknowledges that the Company will not and has no obligation to
recognize any sale, transfer, or assignment of all or any part of his interest in the Company to any
person unless and until the provisions of Section 17 hereof have been fully satisfied.

12.3 Nature of Investment. Each of the Members does hereby acknowledge that prior to
his execution of this Agreement, he received a copy of this Agreement and that he has examined
this Agreement or caused this Agreement to be examined by his representative or attorney. Each
of the Members does hereby further acknowledge that be or his representative or attorney is
familiar with this Agreement and with the Company's plans to engage in the business of
investment and asset management. Each Member acknowledges that he or his representative or
attorney has made such inquiries and requested, received, and reviewed any additional documents
necessary for him to make an informed investment decision and that he does not desire any
further information or data relating to the Company.
12.4 Legend on Agreement and Certificate. Each of the Members does hereby
acknowledge and agree that a legend reflecting the restrictions imposed upon the transfer of his
interest in the Company under Sections 16 and 17 hereof, under the Federal Act, under the
Uniform Securities Act, and under any applicable State securities laws may be placed on any
certificate evidencing ownership of any interest in the Company or under this Agreement.
SECTION 13. Banking
The funds of the Company shall be kept in one or more separate bank accounts in the
name of the Company in such banks or other depositories as may be designated or shall otherwise
be invested in the name of the Company in such manner and upon such terms and conditions as
may be designated. All withdrawals from any such bank accounts or investments established by
the Company hereunder shall be made on such signature or signatures as may be authorized from
time to time by the Members.
SECTION 14. ACCOUNTING
14.1 Fiscal Year. The fiscal year of the Company shall end on the last day of the
calendar year.
14.2 Method of Accounting. The Company's books of account shall be maintained, and its
income, gains, losses, and deductions shall be determined and accounted for, in accordance with
such method of accounting as may be adopted for the Company for Federal income tax purposes,
and for purposes of this Agreement, the Company shall account for each and every item of its
income, gain, loss and deduction in the same manner as it accounts for each such item for income
tax purposes.
14.3 Financial and Operating Statements sad Tax Returns.
Within ninety (90) days from the close of each fiscal year of the Company, the Company shall
deliver to each of the Members unaudited financial statements which set forth the results of the
operations of the Company for such year, the unpaid balance due on all obligations of the

Company, and each Member's share of the net profit or net loss of the Company for such year. In
addition, within ninety (90) days from the close of each fiscal year of the Company, the Company
shall deliver to each Member a statement setting forth such Member's allocable share of the tax
items of the Company for such year, and all such other information as may be required to enable
each Member to prepare his Federal, State, and local income tax returns in accordance with all
then applicable laws, rules, and regulations. The Company also sball cause to be prepared and
filed all Federal, State, and local income tax retums required of the Company for each fiscal year.
14.4 Location of and Access to Company Records. The following records of the Company
shall be kept at its registered office where they shall be subject to inspection and copying at the
reasonable request and at the expense of any Member during ordinary business hours:
(a) a current list of the full name and last known business, residence or mailing
address of each Member, separately identifying the Members (in alphabetical order);
(b) a copy of the articles of organization of the Company and all certificates of
amendment thereto;
(c) copies of the Company's Federal, State, and local income tax returns and
annual reports of the Company filed with the Secretary of State of North Carolina in accordance
with §57C-2-23 of the Act for the three (3) most recent years; and
(d) copies of this Agreement, as amended, and of any financial statements of the
Company for the three (3) most recent years.
14.5 Tax Elections. The Members may cause the Company to make any and all elections
applicable to a partnership for Federal and State income tax purposes as the Members in their sole
discretion shall deem to be in the best interest of the Members and the Company. Such elections
include, but are not limited to, an election under section 754 of the Code with respect to
distributions of a partnership interest described in section 734 of the Code and with respect to
transfers of partnership property described in section 743 of the Code.
SECTION 15. Admission of Members
15.1 Admission by Consent of Members. Except as otherwise specifically provided in
this Agreement, no person, firm, corporation, or other entity shall be admitted to the Company as
either a Manager or a Member without the consent of a majority in interest of the Members.
15.2 Substitute Member. In the event a Member transfers all or any part of his or her
interest in the Company in compliance with the provisions of Section 17 hereof, the transferee of
such Member shall not have the right to become a substitute Member of the Company unless the
transferring Member has given his or her transferee such right and unless:
10

(a) the transferring Member and his or her transferee execute and deliver such
instruments as the Members deem necessary or desirable to effect such substitution;
(b) such transferee accepts and agrees in writing to be bound by all of the terms
and provisions of this Agreement; and
C) such transferee pays all reasonable expenses connected with such substitution.
SECTION 16. General Restriction on Transfer
No Member shall transfer any of his interest in the Company except as expressly provided
in this Agreement. No Member shall during the term of this Agreement create a security interest
in, hypothecate, pledge or otherwise encumber any of his interest in the Company without the
consent of the other Members. It is expressly agreed and understood by the Members that no
spouse or descendant of any Member shall have any rights or interest in any interest in the
Company held by any Member, whether created by will, the laws of intestacy, express agreement
between a Member and his spouse or the laws of divorce and equitable distribution.
Any purported transfer in violation of this Agreement shall be void and shall not transfer
any interest or title to the purported transferee. The Company shall not be required to transfer on
its books any interest of any Member sold or transferred in violation of any of the provisions set
forth in this Agreement or to treat as owner of such interests or to malce distributions to any
transferee to whom any of such interests shall have been sold or transferred.
SECTION 17. Withdrawal, Rights of First Refusal, Defaulting Events and Disabling
Events
17.1 Withdrawal.
(a) Any Member may elect to withdraw from the Company (hereinafter
sometimes referred to as a "Withdrawing Member'o and to sell his entire interest in the Company
to the Company only in accordance with this Section 17.1 by serving written notice of such
election upon the Company. Such notice shall set forth the date upon which such proposed
withdrawal shall become effective (the "Withdrawal Effective Date', which shall be not less than
sixty (60) days and not more than ninety (90) days from the date of such notice.
(b) In the event of the proposed withdrawal of a Member, the Company shall have
the option, exercisable by giving written notice to the Withdrawing Member within ninety (90)
days of the date of notice of withdrawal given by the Withdrawing Member as described in
Section 17.1(a) hereof, to purchase the entire interest of the Withdrawing Member at the price
determined in accordance with this Section 17.1. The option price for a Withdrawing Member s
interest in the Company shall be an amount equal to the fair market value of such interest as of the
Withdrawal Effective Date, with such fair market value to be determined as provided in Section
11

17.3 of this Agreement.
(c) Thereafter, but in no event later than ninety (90) days after the Withdrawal
Effective Date, if the Company exercises its option, the Company shall make a distribution of
property (which may be cash or other assets of the Company or interests therein) to the
Withdrawing Member with a value equal in amount to the purchase price for the Withdrawing
Member's interest; provided, however, that at the election of the Company such distribution to the
Withdrawing Member may be made in three (3) equal annual installments, the first of which shall
be made on the ninetieth (90th) day after the Withdrawal Effective Date and one of which shall be
made on the same date in each of the two (2) years thereafter; provided, further, however, that
notwithstanding an election by the Company to make the distribution to the Withdrawing Member
in three (3) equal annual installments, the Company may accelerate without penalty all of such
installments at any time or any part of such installment at any time. In the event the Company
elects to make distributions to the Withdrawing Member in three (3) equal annual installments as
provided herein, the Company, in addition to such annual installments, shall pay the Withdrawing
Member additional amounts computed as if the Withdrawing Member is entitled to interest on the
undistributed amount of the total distribution to which the Withdrawing Member is entitled
hereunder at an annual rate equal to the applicable Federal rate in effect under section 1274(d) of
the Code, as determined on the ninetieth (90th) day after the Withdrawal Effective Date, which
additional amounts, computed like interest, shall be due and payable on the same dates as the
annual installments of the distribution payable to the Withdrawing Member hereunder. The
distribution to a Withdrawing Member provided for herein shall be in complete liquidation and
termination of the Withdrawing Member's interest in the Company and shall be treated as
payment in exchange for the Withdrawing Member's interest in the Company's property.
Simultaneously with the receipt of such distribution or the first installment thereof as the case
may be, the Withdrawing Member shall execute all documents deemed necessary or appropriate,
in the opinion of counsel for the Company, to evidence the Withdrawing Member's withdrawal
from the Company and the transfer of his interest in the Company to the Company as of the
Withdrawal Effective Date.
(d) It is hereby recognized, acknowledged and agreed that amounts distributed to a
Withdrawing Member pursuant to this Section 17.1 shall be payments made in exchange for such
Withdrawing Member's entire interest in the Company's property and assets and shall be
considered a distribution by the Company to such Withdrawing Member under section 736(b) of
the Code.
(e) The Withdrawing Member shall cease to be a Member upon the Withdrawal
Effective Date.
17.2 Rights of First Refusal.
No Member shall sell any of his interest in the Company now or hereafter owned by him
to any person, except as otherwise permitted by this Agreement, unless such Member shall first
12

deliver to the other Members and to the Company a notice (the "Notice'l stating:
(a) that such Member has received a bona fide offer from an offeror (the
"Offerarl to purchase all or a portion of the interest in the Company owned by such Member and
to assume the obligations of such Member under this Agreement with regard to the interest to be
sold;
(b) the name and address of the Offeror;
(c) the interest which such Member desires to sell;
(d) the price currently being offered to such Member by the Offeror, including the
terms of payment and the other terms of such offer; and
(e) the proposed closing date of the transaction.
Any such Notice stating a closing date less than ninety (90) days after the date of delivery
of the Notice to the Company shall be null, void and of no effect.
The Company shall have the right to purchase all the interest subject to the offer by the
delivery of written notice of acceptance to such Member within forty-five (45) days after receipt
of Notice from such Member. Upon receipt of such notice of acceptance, such Member shall sell
such interest to the Company at a price and upon the terms contained in the Notice. The decision
of whether the Company will elect to purchase such interest shall be made by a majority of the
nonselling Members; provided, however, if the Company elects to exercise such option, then the
selling Member shall vote to take any other action necessary to effectuate the election. If the
Company elects not to purchase all of the interest offered for sale by the selling Member, it shall
promptly notify all parties to this Agreement in writing of its decision.
In the event that the Company does not elect so to purchase all the interest offered, the
nonselling Members shall have the right (pro rota according to their respective ownership interest
in the Company where appropriate), within fifteen (15) days of the date of the notice of non -
election by the Company, to purchase not less than all the interest offered for sale and the selling
Member shall sell such interest to such parties at a price and upon the terms contained in the
Notice.
If neither the Company nor the other Members elect to exercise this right of first refusal
and do not purchase the offered interest, the selling Member may, within a period of one hundred
twenty (120) days from the date the Notice was fast delivered to the Company, sell to the Offeror
all the interest to which the Notice related at a price not less than the price stated in the Notice and
upon terms, including terms of payment, stated therein. Before such sale shall be consummated,
the Offeror shall have executed and delivered to the Company and the other Members his
agreement that the Offeror and the interest held by the Offeror shall be bound by the terms of this
13

Agreement to the same extent as if the Offeror had been an original party hereto. If such interest is
not so sold to the Offeror within such one hundred twenty (120) day period, such interest shall
again become subject to all the restrictions of this Agreement.
If part of the purchase price is paid by delivery of the purchasing party's promissory note,
then, as security for payments due under the terms of such note, the purchasing party shall grant to
the selling Member a security interest in the interest being purchased by executing a pledge and
escrow agreement and whatever additional documents may be necessary to perfect the security
interest of the selling Member. Such security documents shall provide that the purchasing party
shall deposit the interest such party is purchasing with an escrow agent and that, if the purchasing
party defaults under the terms of such promissory note or security documents, the selling Member
shall have the right to exercise all rights of a secured party under the North Carolina Uniform
Commercial Code.
The closing of the sale of such interest to the Company or to the other Members pursuant
to this Section 17.2 shall be held at the principal office of the Company within ninety (90) days of
the date of delivery of notice of acceptance and such sale shall be made at the price and upon the
terms determined as set forth above.
17.3 Purchase of Defaulting Member's Interest.
(a) Upon the occurrence of a Defaulting Event with respect to a Member (the
"Defaulting Membeel, the Defaulting Member shall cease to be a Member and the Company
shall have the right, exercisable by giving written notice to the Defaulting Member within sixty
(60) days after the date of the Defaulting Event (for purpose of this Section 17.3, the date such
notice is given by the Company is hereinafter referred to as the "Notice Date"), to purchase the
Defaulting Member's interest in the Company far a purchase price equal to the fair market value
of such interest The fair market value of the interest of the Defaulting Member shall be the
amount that the Defaulting Member would receive in exchange for his entire interest in the
Company if the Company sold all of its assets, subject to their liabilities, at their fair market
values as of the Notice Date and distributed the net proceeds from such sale in complete
liquidation of the Company.
(b) The fair market value of the Defaulting Member's interest shall be determined
as expeditiously as possible by a disinterested appraiser mutually selected by the Defaulting
Member and the Company (the Company's selection being made by the remaining Members
exclusive of the Defaulting Member's interest). If the Defaulting Member and the Company are
unable to agree upon a disinterested appraiser, then the Defaulting Member and the Company
shall each select a disinterested appraiser and if the disinterested appraisers selected are unable to
agree as to the fair market value of the Defaulting Member's interest, then the two disinterested
appraisers shall select a third disinterested appraiser who shall determine the fair market value.
The determination of the fair market value of the Defaulting Member's interest by the appraiser or
14

appraisers shall be conclusive and binding on all parties. All costs of an appraiser mutually
selected by the Defaulting Member and the Company or by the two disinterested appraisers shall
be shared equally by the Defaulting Member and the Company. All costs of an individually
selected appraiser shall be home by the party selecting each appraiser.
(c) The purchase price shall be paid in the same manner as provided in Section
17.l(c) hereof with respect to purchase of a Withdrawing Member's interest in the Company, with
the first annual installment to he paid within thirty (30) days of the determination of fair market
value by the parties or, if applicable, by the appraisal firm referred to above. Any unpaid capital
contributions of the Defaulting Member and any damages occurring to the Company as a result of
the Defaulting Event shall be taken into account in determining the net amount due the Defaulting
Member at the closing, and any excess of such unpaid capital contributions or damages over the
amount due at closing shall be netted against subsequent installment payments as they become
due.
17.4 Purchase of Disabled Member's Interest.
(a) Upon the occurrence of a Disabling Event with respect to a Member (the
"Disabled Member"), the Disabled Member shall cease to be a Member and the Company shall
have the right, exercisable by giving written notice to the Disabled Member or his personal
representative within sixty (60) days after the date of the Disabling Event (for purpose of this
Section 17.4, the date such notice is given by the Company is hereinafter referred to as the
"Notice Date"), to purchase the Disabled Member's interest in the Company for a purchase price
equal to the fair market value of such interest as of the Notice Date, with such fair market value to
be determined as provided in Section 17.3 of this Agreement.
(b) The purchase price shall be paid in the same manner as provided in Section 17.1(c)
hereof with respect to purchase of a Withdrawing Member's interest in the Company, with the
first annual installment to be paid within thirty (30) days of the determination of fair market value
by the parties or, if applicable, by the appraisal firm referred to above; provided, however, that
once the purchase price of the Disabled Member's interest in the Company has been determined,
any proceeds of life insurance received by the Company and payable hereunder, up to the amount
of the purchase price to be paid for the interest of a Disabled Member, shall be paid within thirty
(30) days after receipt thereof The closing of the sale of the Disabled Member's interest to the
Company pursuant to this Section 17.4 shall be held at the principal office of the Company within
thirty (30) days of the occurrence of a Disabling Event.
17.5 Purchase Upon Death.
a) Upon the death of a Member (hereinafter referred to as Decedent), all of the interest
of the Company owned by him shall become the property of Decedent's spouse and if no spouse
then the property of the Decedent's estate. Spouse may elect to retain the interest or sell to the
Company for the price set forth herein. The Decedent's Personal Representative shall be
15

obligated to sell to the Company, all of the interest of the Company owned by the Decedent and to
which the Decedent or his Personal Representative shall be entitled, at the price set forth herein.
b) Purchase Price. Unless the parties agree to another price in writing, the price for
any interest to be sold under this Agreement shall be equal to its fair market value as an ongoing
business concern as determined in the discretion of a Certified Public Accountant, (CPA) which
shall be selected by members holding two -thuds majority ownership interest in the Company and
such determination by the CPA shall be binding and conclusive upon the parties hereto. As part of
any sale as provided herein, 10% of the purchase price shall be paid back to the Company as
compensation for expenses incurred as a result of the sale process.
17.6 Buy/Sell Option.
In the event any Member is dissatisfied with the conduct of the affairs of the Company or
otherwise desires to end his participation in the affairs of the Company, such Member may serve
notice to such effect upon the other Member and the Company; Such notice shall state that the
Member is not satisfied with the present arrangements of the Company and offers to either sell all
of his interest in the Company or to purchase all of the other Member's interest in the Company
and shall specify' a price for such interest. The terms of such offer shall be cash and include the
removal of the selling parry's endorsements or other guaranties upon obligations of the Company
and the repayment of any loans made by the selling Member to the Company. The party receiving
such notice shall have a period of thirty (30) days to treat such notice as an offer to sell such
receiving patty's interest in the Company and to accept such offer. Upon failure to accept, the
receiving party shall be deemed to have agreed to sell his interest in the Company upon the terns
and conditions contained in the notice.
The closing of the sale of the interest in the Company sold pursuant to this Section 17.5
shall be held at the principal office of the Company at such time as may be specified in the notice
by the purchasing party within forty-five (45) days from the date of delivery of the notice. The
terms of the sale shall be those terms contained in the notice.
Provided. however, that during anytime which the Company has more or less than two (2)
Members of equal Membership Interest, this Section 17.5 shall not be effective or operable.
SECTION 18. Dissolution, Liquidation, and Termination of Company
18.1 Dissolving Events. The Company shall be dissolved, liquidated, and terminated
upon the happening of any of the following events:
Company;
(a) The agreement of a majority in interest of the Members to dissolve the
(b) On December 31. 2099;
16

(c) The occurrence of a Defaulting Event, unless within the sixty (60) day period
immediately following the happening of such Defaulting Event, the remaining Members other
than the Member with respect to whom the Defaulting Event has occurred consent in writing to
continue the Company, or without regard to such consent, such remaining Members cause the
Company to purchase the interest of the Member with respect to whom the Defaulting Event has
occurred under the terms of Section 17.3 of this Agreement; or
(d) Except as otherwise provided in Section 18.1(e) below, the withdrawal of a
Member, unless the remaining Members elect to continue the Company.
18.2 Method of Liquidation. Upon the happening of any of the events specified in Section
18.1 above that require the Company to be dissolved, liquidated, and terminated, unless the
Company is continued as provided in Section 18.1(c), (d) or (a), all of the Company's assets shall
be liquidated, and the Company shall be dissolved. In the course of such liquidation and
dissolution, any of the Company's assets may be sold, and notwithstanding the provisions of the
Act, any and all proceeds derived from such sale, together with all Company assets which are not
sold, shall be applied and distributed in the following manner and in the following order of
priority:
(a) To the payment of the debts and liabilities of the Company, including any
debts or liabilities, other than Capital Accounts, owed to the Members, end to the expenses of
liquidation in the order of priority as provided by law; then to
(b) The establishment of any reserves which the Members deem necessary for any
contingent or unforeseen liabilities or obligations of the Company; provided, however, that any
such reserves established by the Members shall be paid over to a bank or other designated agent to
be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or
obligations and, at the expiration of such period as the Members deem advisable, of distributing
the balance of such reserves in the manner hereinafter provided in this Section; then to
(c) The payment to each Member of his Capital Account; and then to
(d) The Members in proportion to their respective Percentage Interests in the
Company.
18.3 Reasonable Time for Liquidation. A reasonable time shall be allowed for the orderly
liquidation of the Company's assets pursuant to Section 18.2 above in order to minimize the
losses normally attendant upon such a liquidation.
18.4 Date of Dissolution. The Company shall terminate and dissolve when all of its assets
have been applied and distributed in accordance with the provisions of Section 18.2 above. The
establishment of any reserves in accordance with the provisions of Section 18.2 above shall not
17

have the effect of extending the term of the Company, but any such reserves shall be distributed in
the manner provided in such Section upon expiration of the period of sucb'reserve.
SECTION 19. General Provisions
19.1 Waiver of Right of Partition. Each of the Members does hereby agree to and does
hereby waive any right such Member may otherwise have to cause any asset of the Company to be
partitioned among the Members or to file any complaint or to institute any proceeding at law or in
equity seeking to have any such assets partitioned.
19.2 Notices. Except as otherwise specifically provided in this Agreement, whenever any
notice or other communication is required or permitted to be given hereunder, such notice or other
communication shall be in writing and shall be (as elected by the party giving such notice) (a)
delivered in person, or (b) sent by U.S. registered or certified mail, return receipt requested,
postage prepaid to the person to whom such notice is intended to be given at such address as such
person may have previously fumished in writing to the Company or to such person's lest lenown
address. Notwithstanding the foregoing, notice of meetings of the Members may be sent by
regular first-class mail. Any notice or other communication delivered in person shall be deemed
effectively given when delivered, and any such notice or other communications mailed as
hereinabove provided shall be deemed effectively given on the date of receipt.
19.3 Waivers. No term or condition of this Agreement shall be considered waived by a
Member unless such waiver is in writing and is signed by such Member.
19.4 Binding Effect. This Agreement shall inure to the benefit of and shall be binding
upon the Members, their legal representatives, transferees, heirs, successors, and assigns.
19.5 Duplicate Originals. For the convenience of the Members, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed to be an original
instrument.
19.6 Construction. This Agreement shall be interpreted and construed in accordance with
the laws of the State of North Carolina. The titles of the Sections and Subsections herein have
been inserted as a matter of convenience of reference only and shall not control or affect the
meaning or construction of any of the terms or provisions herein.
19.7 Gender. Throughout this Agreement, wherever the context requires or permits,
genders shall be deemed interchangeable, and the single number shall be deemed to include the
plural, and vice versa
19.8 Separability of Provisions. Each provision of this Agreement shall be considered
separable and (i) if for any reason any provision or provisions herein are determined to be invalid
and contrary to any existing or future law, such invalidity shall not impair the operation of or
1B

affect those portions of this Agreement which are valid, or (ii) if for any reason any provision or
provisions herein would cause the Members to be bound by the obligations of the Company under
the laws of North Carolina as the same may now or hereafter exist, such provision or provisions
shall be deemed void and of no effect.
19.9 Arbitration. All disputes arising out of or in connection with this Agreement or any
transaction hereunder shall be finally settled under the Commercial Arbitration Rules of the
American Arbitration Association then in effect. The arbitrators' award shall be final and binding.
Judgment upon the award rendered may be entered in any court having jurisdiction over the party
against which the award is rendered. The Members expressly consent to the jurisdiction of the
federal and state courts situated in North Carolina for the purpose of enforcing any arbitration
award rendered pursuant to this Section 19.9. The arbitration shall take place in Wilmington,
North Carolina or such other place as the parties may agree. The arbitration shall include (i) a
provision that the prevailing party in such arbitration shall recover his or its costs of the
arbitration and reasonable attorneys' fees from the other party or parties, and (ii) the amount of
such fees and costs.
[Signatures appear on the following page.]
19

IN WITNESS WHEREOF, the parties hereto have executed, sealed, and delivered this
Agreement as of the date first above' written.
W11TWI "
Park at Village Oaks, LLC
MEMBERS:
M & John Properties, LLC
By: AL)
John e, Manager
Mat etiie eecdSBersLLC-
by: U(SEAL)
Dave Sweyer,er
Am (SEAL)
om Tucker, Manager (Individually)
20

Exhibit A
Initial Capital Contributions
Member
M & John Properties, LLC
Matthew Reed Builders, LLC
Tom Tucker
Description of Contribution

Member
M & John Properties, LLC
Matthew Reed Builders, LLC
Tom Tucker
Exhibit B
Initial Capital Accounts
Percentage of Initial
initial Capital
Capital Contribution
Account
331/3%
$
331/3%
$
331/3%
$
TOTAL: 100.0a/o
$
XAWHRCoryomdan9U1)MP®k at Villase Oakalpatk at villoga mla op ogm.wpd

Park at Village Oaks, LLC
AMENDMENT TO THE OPERATING AGREEMENT
The members of Park at Village Oaks, LLC hereby make the following changes to the
Operating Agreement of the entity. This change has been made necessary by certain
errors in the original Operating Agreement which incorrectly identify the managers in
Section 11 — Management of the Company.
In section 11.1 Powers and Duties of Managers the following individuals are added as
managers of the company:
Dave Sweyer
Tom Tucker
Accepted as of 7/18/2011 by:
0"-V
Dave Sweyer, (manager, Matthew Reed Builders, LLC)
s
Thomas Tucker MPOA-45 7
—NIlX80L
PAR 0 1 2021 j

II�O I I II III II II II ' I' BOOK:4554 PAGE:486 40: 7.00 1:1,
4:1112021 E
P., 1 of4
Brenda M. Clennnous. Bwusw kk County. NC R,,I,,er of Deeds
Brenda M. Cleunnons. Buwawkk County. NC R,,I,,er of Deeds
02/23/202114:10:47 OW NC REVENUE STAMP: $3]300.00
rMAR01 2021
BY:
Excise Tax: $37,300 This instrument prepared by Christopher M. Theriault, a North Carolina Licensed Attorney.
Parcel Number: 038AA013 Delinquent taxes, if any, to be paid by the closing attorney to the county tax collector upon
disbursement of the closing proceeds
Prepared by: Christopher M. Theriault, P.O. Box 16589, Wilmington, NC 28408
Return to: MORTON & GFTTYS, LLC, Attn: JB V, P.O. Box 707, Rock Hill, SC 29730
•** Without Title Certification `••
NORTH CAROLINA SPECIAL WARRANTY DEED
THIS DEED, dated as of the 19' day of February, 2021, is made by and between:
PARK AT VILLAGE OAKS, LLC,
a North Carolina limited liability company
1612 Military Cutoff Rd, Suite 303
Wilmington, NC 28403
PVOJ.ELAND, LLC;
a North Carolina limited liability company
471 N. Broadway #351
Jericho, NY 11753-2106
The designation Grantor and Grantee as used herein shall include said parties, their heirs,
successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as
required by context.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt and
sufficiency of which is hereby acknowledged, has and by these presents does grant, bargain, sell
and convey unto the Grantee in fee simple, all of that certain real property described as follows
("Property"):
SEE EX141BIT A
Source of Title: Book 2328, Page 434, Brunswick County Registry.
+--
MAR � r
BY•
Submitted electronically by Chrystal DeHart Raper Attorney at Law, PLLC in compliance with North Carolina statutes governing
recordable documents and the terms of the submitter agreement with the Brunswick County Register of Deeds.

'I'I�'I'll III'II I'lll IIII'I'II' I B00K:4554 PAGE:487 14:10470og
h9e 2 of 4
Brenda M. Clennnons. Bruoswlck CouutV. NC Register of Deeds
All or a portion of the property herein conveyed does not include the primary
residence of Grantor.
TO HAVE AND TO MOLD the aforesaid lot or parcel of land and all privileges and appurtenances
thereto belonging to the Grantee in fee simple.
And Grantor covenants with Grantee, that Grantor has done nothing to impair such title as Grantor
received, and that Grantor will warrant and defend the title against the lawful claims of all persons
claiming by, under, or through Grantor, except for the exceptions hereinafter stated.
Title to the Property is conveyed subject to the following:
SEE EXHIBIT B
IN WITNESS WHEREOF, the Grantor duly executes and acknowledges the foregoing under seal.
GRANTOR:
PARK AT VILLAGE OAKS, LLC
ZBy: ! w (Seal)
RICHARD D. S 'R
Manager
STATE OF NORTH CAROLINA
COUNTY OF NEW HANOVER
I, the undersigned Notary Public, hereby certify that Richard D. Sweyer personally appeared
before me on the date set forth below in his official capacity as Manager of Park at Village Oaks,
LLC and he executed the foregoing instrument in my presence and acknowledged the same to me.
Witness my hand and official seal, this 19`h day of February, 2021. AFFIX SEAL:
Signature of Notary Public: f�L 64f/ ,,)
\/ V TRACY H SUTTON I f
Printed Name of Notary Public: (L y l l • cSU 14011 NOTARY PUSUC
t I NEW HANOVER COUNTY, NC
My commission expires on the following date: __ Q Lga.

ISI I I III IIII III II OII II BOOK:4554 PAGE:488 is:io47.000
Ng3of4
Brenda M. Clennnmis. Bm. s,.kk County. NC Re91sw of Deeds
EXHIBIT A
PROPERTY DESCRIPTION
BEING 9.54 acres, more or less, as shown on a map of Village Oaks recorded in Map Cabinet 34,
Page 259 and a map of Village Oaks Apartments recorded in Map Cabinet 39, Page 22, Brunswick
County, North Carolina Register of Deeds; reference to said plats are hereby made for a further
and more accurate metes and bounds description.

111 Jill 11111111 1110111111 11111 BOOK:4554 PAGE:489 is/23/2
Page 4 of 4
Brenda M. Clenwwns. Bmnswick County. NC Register of Deeds
EXI11131T B
EXCEPTIONS
1. Property taxes for 2021and subsequent years;
2. Matters shown on that certain map recorded with the Brunswick County Registry
("Registry") in Map Cabinet 34, Page 259;
3. Easement and Right of Way originally granted in favor of Carolina Power & Light
Company recorded with the Registry in Book 120, Page 47;
4. Easement to Southern Bell Telephone and Telegraph Company recorded with the
Registry in Book 120, Page 106;
5. Easement originally granted in favor of Carolina Power & Light Company d/b/a
Progress Energy Carolinas, Inc. and recorded with the Registry in Book 2417, Page
1152;
6. Deed of Easement originally granted in favor of Time Warner Entertainment —
Advance/Newhouse Partnership recorded with the Registry in Book 2538, Page 62;
7. Matters shown on map entitled Drainage Easement Plat recorded with the Registry
in Map Cabinet 37, Page 87;
8. Matters shown on map entitled Sanitary Sewer, Sidewalk & Water Easement Plat
recorded with the Registry in Map Cabinet 39, Page 22;
9. Easement originally granted in favor of Progress Energy Carolinas, Inc. recorded
with the Registry in Book 2655, Page 1088;
10. General Utility Easement originally granted in favor of the Town of Leland
recorded with the Registry in Book 1636, Page 82;
16. Memorandum of Action in favor of Town of Leland recorded in Book 4292, Page
1368, and Final Judgment by Consent recorded in Book 4459, Page 593;
17. Rights of tenant(s) in possession under unrecorded leases; and
18. Survey by Jimmy Cain, PLS, dated December 10, 2020, last revised January 18,
2021, reveals the following matters: (a) fire hydrants, b) electric and water maters,
c) sanitary sewer manholes, drainage inlets and cleanouls, d) 30' Sewer casement,
Water Easement, Sidewalk Easement and 15' Utility Easement, e) drainage ponds,
f) encroachment of neighbor's carport over property line and asphalt and paving
into the water and sewer casements, and g) telephone pedestals.

Johnson, Kelly
From: Johnson, Kelly
Sent: Thursday, May 20, 2021 6:49 AM
To: Pancham Gupta; Thomas Tucker; Rajan Gupta
Cc: [e-mail]
Subject: RE: [External] Re: Fw: Village Oaks Apartments - State Stormwater (SW8 060133)
Good Morning,
If you could just mail in the original with the permit number, SW8 060133, that would be great.
Thanks,
Kelly
K-CU'l Johvwsow
Kelly Johnson
Environmental Engineer
INC Division of Energy, Mineral and Land Resources
Stormwater Permitting
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
Phone: [phone]
Note Change in Phone Number
From: Pancham Gupta <[e-mail]>
Sent: Wednesday, May 19, 20214:59 PM
To: Thomas Tucker <[e-mail]>; Rajan Gupta <raja n.gupta @ mesosca pita Lcom>
Cc: Johnson, Kelly <[e-mail]>; [e-mail]
Subject: [External] Re: Fw: Village Oaks Apartments - State Stormwater (SW8 060133)
CAUTION: External email. Do not click links or open attachments unless you verify. Send all suspicious email as an attachment to
Report Spam.
Hi Kelly,
Hope you are doing well.
I will take care of the second item tomorrow. Do you want me to send it via email or mail the original?
Have a great rest of the day.
Regards,
Pancham

On Wed, May 19, 2021 at 12:32 PM Thomas Tucker <[e-mail]> wrote:
Hello Kelly:
Thanks for your response regarding our permit transfer.
Below is the response from our attorney regarding the two items.
The second item is for the new owner to address.
Also note I have a new email address if you would update your contacts.
Thank you.
Sincerely, Tom Tucker
---------- Forwarded message ---------
From: Chris Theriault <[e-mail]>
Date: Wed, 19 May 2021 at 09:25
Subject: RE: Fw: Village Oaks Apartments - State Stormwater (SW8 060133)
To: Thomas Tucker <[e-mail]>
Good morning Tom,
For background on item 1, we started working on this application before the closing so that is why the purchase
agreement (and the assignment of the purchase agreement from Mesas Capital, LLC to PVO Leland, LLC) was provided
and it is also why PVO Leland, LLC was listed as the purchaser rather than the property owner on the application.
Regardless, Ms. Johnson is correct that PVO Leland, LLC.is.now the property owner and should_be.listed.as.such on the
application.
For item 2, Pancham Gupta from PVO Leland, LLC is already included on the email chain below. He just needs to sign
that document and send the original signature page to Ms. Johnson. Let me know if you need me to request that
through his attorney, but I doubt that will be needed.
Thank you.
Christopher M. Theriault
Attorney and Counselor at Law
Theriault Law, P.C.
P.O. Box 16589

`Nilmirtgton, NC 28408
Office: 910-769. 6304
Fax: [phone]
Cell: 910-409-6853
Email: [e-mail]
From: Thomas Tucker[mailto:[e-mail]]
Sent: Wednesday, May 19, 20219:10 AM
To: Chris Theriault <[e-mail]>
Subject: Fwd: Fw: Village Oaks Apartments - State Stormwater (SW8 060133)
Chris
finally received a response from NDDERN concerning the permit transfer at PVO. Can you address these issues,
Tom Tucker
---------- Forwarded message ---------
From: Tom Tucker <[e-mail]>
Date: Wed, 19 May 2021 at 08:48
Subject: Fwd: Fw: Village Oaks Apartments - State Stormwater (SW8 060133)
To: Tom Tucker <[e-mail]>
---------- Forwarded message ---------
From: Brad Sedgwick <[e-mail]>
Date: Tue, May 18, 2021 at 10:33 AM
Subject: Fw: Village Oaks Apartments - State Stormwater (SW8 060133)
To: Tom Tucker <[e-mail]>
Tom, Let me know if you need help on this.
TBS Consulting, PA

Planning, Engineering, Project Management
arul Sedl, ck, PC
7332 Cows ,) th Dd,e
Wdmingnon, NC 29405
Ph, n 1 -910-619--9990
Idmail: be J�cd�nv'ck/r�humnil cu n
From: Johnson, Kelly <[e-mail]>
Sent: Tuesday, May 18, 2021 10:27 AM
To: Brad Sedgwick ([e-mail]) <[e-mail]>
Cc: [e-mail]<[e-mail]>; Tom Tucker <[e-mail]>
Subject: Village Oaks Apartments - State Stormwater (SW8 060133)
Hi Brad,
I went through this one today, and I have two quick questions:
1. The proposed permittee is PVC Leland, LLC. There is a deed (BK4554/PG486 dated 2/23/21) showing that that
entity owns the property, and that they purchased it from the outgoing permittee, Park at Village Oaks,
LLC. PVO Leland, LLC is listed as the "purchaser" as opposed to the "property owner" on the application which
was received on 31/21. But, there is also a purchase agreement that is older (11/2020) between Park at Village
Oaks, LLC and Mesos Capital, LLC. It appears that PVO Leland, LLC is the current property owner and the
intended permittee: If that is the case, then I will adjust the application by indicating that the entity is not a
purchaser, but rather a property owner, and I will initial the change. It appears that the purchase agreement
may have been submitted in error? Please advise.
2. A copy of the 2008 O&M Agreement was submitted. We will need it to be signed by the incoming permittee. I
have attached a blank copy. Please submit the signature page (an original signature as opposed to a copy), and
I will attach it to the 2008 version.
As you know, I have to set a due date for these requests. Please respond by June 1, 2021.
Thanks,
Kelly
1- LtU JJohln,Soo,
Kelly Johnson
Environmental Engineer
INC Division of Energy, Mineral and Land Resources
Stormwater Permitting
127 Cardinal Drive Extension
Wilmington, INC 28405-3845
Phone: [phone]
Note Change in Phone Number

v
QE�7
FIRST AMENDED COMPAN.Y_ACREEMENT7
of
TWEELAND,.WO
a North Carolina limited liability company
This First Amended Company Agreement of PVO Leland, LLC is intended to replace, in
its entirety, the original Company Agreement that became effective on the date the Articles of
Organization were filed with the North Carolina Secretary of State. This First Amended Company
Agreement is made and entered -into effective as-of-December-l"4, 2020;,by and among the Manager
and the several persons whose names and addresses are set forth in Exhibit "I" attached hereto
and incorporated herein by reference, and whose signatures appear on the counterpart signature
pages attached hereto, and any other Person who shall hereafter execute this Agreement as a
Member of PVO Leland, LLC, pursuant to and in accordance with the North Carolina Limited
Liability Company Act, as amended from time to time.
WITNESSETH
WHEREAS the parties hereto, wishing to form and become members of a limited liability
company called PVO Leland, LLC under and pursuant to the laws of the State of North Carolina,
have caused the initial Articles of Organization of the Company to be executed and filed with the
North Carolina Secretary of State; and
WHEREAS the parties agree that their respective rights, powers, duties and obligations as
members of the Company, and the management, operations and activities of the Company, shall
be governed by this Agreement.
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions
contained herein, the parties hereby agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Certain Definitions. Capitalized terms used in this Agreement without
other definition shall, unless expressly stated otherwise, have the meanings specified in this
Section 1:
1.1.1 "Act' means the North Carolina Business Organization Code, as from time
to time in effect in the State of North Carolina, or any corresponding provision(s) of any
succeeding or successor law of such State; provided, however, that in the event that any
amendment to the Act, or any succeeding or successor law, is applicable to the Company
only if the Company has elected to be governed by the Act as so amended or by such
succeeding or successor law, as the case may be, the term "Act' shall refer to the Act as so
amended or to such succeeding or successor law only after the appropriate election by the
Company, if made, has become effective.
t MAR 0 1 2021
BY:

1.1.2 "Acquisition Fee" means a one-time acquisition fee of 2% of the total
capitalization of Property, which shall be paid to Manager at closing of the purchase of the
Property.
1.1.3 "Affiliate" of a Member or Manager means any Person, directly or
indirectly, through one or more intermediaries, controlling, controlled by, or under
common control with the Member or a Manager, as applicable. The term "control," as
used in the immediately preceding sentence, means with respect to a corporation, limited
liability company, limited life company or limited duration company (collectively,
"Limited Liability Company"), the right to exercise, directly or indirectly, more than fifty
percent (50%) of the voting rights attributable to the controlled corporation or Limited
Liability Company and, with respect to any individual, partnership, trust, estate, association
or other entity, the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of the controlled entity.
1.1.4 "Agreement" or "Operating Agreement" means this Company Agreement,
as originally executed and as amended, modified or supplemented from time to time.
Words such as "herein," "hereinafter," "hereof," "hereto," "hereby" and "hereunder," when
used with reference to this Agreement, refer to this Agreement as a whole, unless the
context otherwise requires.
1.1.5 "Articles of Organization" means the Articles of Organization of the
Company, as originally filed with the North Carolina Secretary of State on December 12, 2020
and as amended, modified or supplemented from time to time.
1.1.6 "Asset Management Fee" means an asset management fee of two percent
(2%) of gross revenue paid to Manager on a monthly basis.
1.1.7 "Assignee" means any transferee of a Member's Interest who has not been
admitted as a Member of the Company in accordance with Section 9.4.
1.1.8 `Bankruptcy" means, with respect to a Member: (i) such Member makes an
assignment for the benefit of creditors; (ii) such Member files a voluntary petition in
bankruptcy; (iii) such Member is adjudged as bankrupt or insolvent, or has entered against
him or it an order for relief, in any bankruptcy or insolvency proceeding; (iv) such Member
files a petition or answer seeking for himself or itself any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any statute, law
or regulation; (v) such Member files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against him or it in any proceeding of a
nature described in this subsection 1.1.7; (vi) such Member seeks, consents to or acquiesces
in the appointment of a trustee, receiver or liquidator of the Member or of all or any
substantial part of his or its properties; or (vii) 120 days after the commencement of any
proceeding against the Member seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law or regulation,
if the proceeding has not been dismissed, or if within 90 days after the appointment without
the Member's consent or acquiescence of a trustee, receiver or liquidator of the Member
or of all or any substantial part of his or its properties, the appointment is not vacated or
2

stayed, or within 90 days after the expiration of any such stay, the appointment is not
vacated.
1.1.9 "Capital Account' means an account established and maintained (in
accordance with, and intended to comply with, Income Tax Regulations Section 1.704-1(b)
for each Member pursuant to Section 5.2 hereof.
1.1.10 "Capital Contributions" means the contributions made by the Members to
the Company pursuant to Sections 6.1 or 6.4 hereof and, in the case of all the Members,
the aggregate of all such Capital Contributions.
1.1.11 "Capital Transaction Event' means the sale or refinance of the Property, or
sale of substantially all of the assets of the Property or upon dissolution (or net proceeds of
refinance or liquidation, as the case may be).
1.1.12 "Capital Transaction Fee" means a fee paid to Sponsors at the sale or
refinance of the Property representing one percent (1%) of the sales price of the Property and, in
the case of a refinance, one percent (1 %) of the total loan balance after refinance or two percent
(2%) of the total loan balance if Unrecovered Capital Contributions drop below fifty percent (50%)
after the refinance.
1.1.13 "Class A Interest' means an Interest which is held by a Class A Member,
identified as such in Exhibit "7."There shall be between One Thousand Five Hundred (1,500) and
Two Thousand (2,000) Class A Interests, each representing a capital contribution of One Thousand
Dollars ($1,000), unless changed at the discretion of Manager. The minimum purchase
requirement for subscriptions to Class A Interests is $50,000.
1.1.14 "Class A Member(s)" means the holder(s) of Class A Interests.
1.1.15 "Class B Interest' means an Interest that is held by a Class B Member,
identified as such in Exhibits "I."There shall be between Four Thousand Five Hundred (4,500)
and Four Thousand Eight Hundred (4,800) Class B Interests, each representing a capital
contribution of One Thousand Dollars ($1,000), unless changed at the discretion of Manager. The
minimum purchase requirement for subscriptions to Class B Interests is $50,000.
1.1.16 "Class B Member"- means the holders of Class B Interests.
1.1_17 "Class C Deficit' means at a Capital Transaction Event, to the extent the
Class C Members have not received a total of 30% of all distributions made to Class A and
Class B Members, plus any distribution made to Class C Members, that shall be a Class C
Deficit and shall be paid from Net Capital Proceeds after Unrecovered Capital
Contributions have been reduced to zero.
1.1.18 "Code" means the United States Internal Revenue Code of 1986, as
amended, or any corresponding provision or provisions of any succeeding law and, to the
extent applicable, the Income Tax Regulations.

1.1.19 "Company" means PVO Leland, LLC, a North Carolina limited liability
company.
1.1.20 "Income Tax Regulations" means, unless the context clearly indicates
otherwise, the regulations in force as final or temporary that have been issued by the U.S.
Department of the Treasury pursuant to its authority under the Code, and any successor
regulations.
1.1.21 "Loan Guarantor Fee" means a fee equal to 0.55% of the total loan amount
paid to loan guarantors at loan inception of each loan.
1.1.22 "Manager" means the Persons who are elected as Managers of the Company
pursuant to Section 4.6 of this Agreement. The initial Manager shall be Mesos Capital,
LLC, Zenith Capital, LLC and IHM Investments GP, LLC.
1.1.23 "Member" means any Person who (i) is one of the original Members of the
Company which are parties to this Agreement and listed as such in Exhibit "1", or (ii) has
been admitted to the Company as a Member in accordance with the Act and this
Agreement, and (iii) has not ceased to be a Member for any reason.
1.1.24 "Net Capital Proceeds" means the excess of sale or re -finance revenue, over
sales or re -finance costs and fees, including but not limited to repayment of debt, sales
commissions, sales fees, including the Capital Transaction Fee, establishment of necessary
Reserves, cash expenditures incurred incident to the sales process, re-finance/origination
fees, broker fees, and any other cash expenditures incurred in the re -finance of the Property.
Any reserves returned to the Company by any lending institution or any other source will
be considered a Capital Transaction Event and part of Net Capital Proceeds.
1.1.25 "Net Cash Flow" means the excess of all cash revenues of the Company
relating to the direct or indirect ownership and operations of the Properties other than
revenue attributable to a Capital Transaction Event, over operating expenses and other
expenditures for such fiscal period, including but not limited to principal and interest
payments on indebtedness of the Company, other sums paid to lenders, and cash
expenditures incurred incident to the normal operation of the Company's business,
decreased by (i) any amounts added to Reserves during such fiscal period and (ii) the Asset
Management Fee, and increased by (i) the amount (if any) of all allowances for cost
recovery, amortization or depreciation with respect to property of the Company for such
fiscal period, and (ii) any amounts withdrawn from Reserves during such fiscal period.
1.1.26 "Offering" means the exempt securities offering that the Company is
offering to Class A and Class B Members to purchase the Property.
1.1.27 "Percentage Interest" means the allocable interest of each Member in the
income, gain, loss, deduction or credit of the Company, as set forth in Exhibit "2"attached
hereto and incorporated herein by reference, subject to the Preferred Allocation schedule
contained in Exhibit "4."
rd

1.1.28 "Person" means a natural person or any partnership (whether general or
limited and whether domestic or foreign), limited liability company, foreign limited
liability company, limited life company, limited duration company, trust, estate,
association, corporation, custodian, nominee or any other individual or entity in its own or
any representative capacity or any other entity.
1.1.29 "Preferred Retum" —
(a) with respect to the Class A Members (also referred to herein as the "8%
Preferred Return") a non -compounded per annum return of eight percent (8%)
based on Class A Members' Unrecovered Capital Contribution. The 8% Preferred
Return shall be paid from Net Cash Flows on a monthly basis. The 8% Preferred
Return is not guaranteed, meaning that the 8% Preferred Return will not be paid in
any particular quarter if the Company does not have sufficient capital available to
pay it, as determined by the Net Cash Flow and/or Manager in its sole discretion.
However, the 8% Preferred Return shall be paid first, prior to any distributions to
any other Members, meaning neither Class B Members nor Class C Members shall
receive any distributions from Net Cash Flow until the 8% Preferred Return is met.
Any Preferred Return deficiencies will roll over to the following quarter. The
Preferred Return allocation is on Net Cash Flow only and does not extend to Net
Capital Proceeds although Preferred Return deficiencies that accrue, may be
distributed from Net Capital Proceeds.
(b) with respect to the Class B Members (also referred to herein as the "Class
B Preferred Return") a non -compounded per annum return of seven percent (7%)
based on Class B Members' Unrecovered Capital Contribution. The Class B
Preferred Return shall be paid from Net Cash Flows on a monthly basis only after
the Class A Preferred Return is paid. The Class B Preferred Return is not
guaranteed, meaning that the Class B Preferred Return will not be paid in any
particular quarter if the Company does not have sufficient capital available to pay
it, as determined by the Net Cash Flow and/or Manager in its sole discretion. In
fact, the Class B Preferred Return is subordinate to Class A Members and will not
be paid out until Class A Members have received their 8% Preferred Return. Any
Preferred Return deficiencies will roll over to the following quarter.
1.1.30 "Pro e " means the 126-unit apartment building located at 136 Parsley
Lane, Leland, North Carolina 28451, which the Company intends to acquire with the
proceeds of this Offering.
1.1.31 "Reserves" means the reasonable reserves established and maintained from
time to time by the Manager, in amounts reasonably considered adequate and sufficient
from time to time by the Manager to pay Prospective Investor distributions, taxes, fees,
insurances or other costs and expenses incident to the Company's business.
1.1.32 "Single -Purpose Entity" means the Company will: (a) not engage in any
business or activity, other than the ownership, operation and maintenance of the Property
and activities incidental thereto; (b) not acquire, own, hold, lease, operate, manage,
5

maintain, develop or improve any assets other than the Property as may be necessary for
the operation of the Property and will conduct and operate its business as presently
conducted and operated; (c) preserve its existence as an entity duly organized, validly
existing and in good standing (if applicable) under the laws of the jurisdiction of its
formation or organization and will do all things necessary to observe organizational
formalities; (d) not merge or consolidate with any other natural person or form of entity;
(e) not take any action to dissolve, wind-up, terminate or liquidate in whole or in part; to
sell, transfer or otherwise dispose of all or substantially all of its assets; issue additional
partnership, membership or other equity interests, as applicable, or seek to accomplish any
of the foregoing; and (f) not maintain its assets in a way difficult to segregate and identify.
1.1.33 "Tax Matters Member" has the meaning set forth in subsection 7.4.4 hereof.
1.1.34 "Unrecovered Capital Contribution" shall mean Class A and Class B
Member's Capital Contributions minus any return of capital made to such Class A and
Class B Member. In this Offering, Sponsor has elected to treat the Preferred Returns as a
return on investment and any distributions above the Preferred Return as return of capital.
Therefore, quarterly distributions made to Class B Members from Net Cash Flow above
the Preferred Return shall reduce Class B Member's Unrecovered Capital Contribution.
1.1.35 "Vote" includes written consent.
Section 1.2 Forms of Pronouns; Number; Construction. Unless the context
otherwise requires, as used in this Agreement, the singular number includes the plural and the
plural number may include the singular. The use of any gender shall be applicable to all genders.
Unless otherwise specified, references to Articles, Sections or subsections are to the Articles,
Sections and subsections in this Agreement. Unless the context otherwise requires, the term
"including" shall mean "including, without limitation."
ARTICLE 2
ORGANIZATION
Section 2.1 Formation. The Members have formed the Company as a limited liability
company under and pursuant to the provisions of the Act. The Members hereby agree that the
Company shall be governed by the terms and conditions of this Agreement.
Section 2.2 Name and Office. The name of the Company shall be PVO Leland, LLC.
All business of the Company shall be conducted under such name and title, and all property, real,
personal, or mixed, owned by or leased by the Company shall be held in such name or in the name
of a wholly owned subsidiary, which may be created at the request of the lender or for asset
protection purposes to protect investor funds. The principal mailing address of the Company shall
be LLC, 471 N Broadway, #351, Jericho, New York 11753. Company may have offices and places
of business as the Manager may from time to time designate.
Section 2.3 Registered Agent. The Company may have such offices and places of
business as the Manager may from time to time designate. The name and address of the Company's
registered agent shall be as set forth in the Company's Articles of Organization until such time as
the registered office is changed by the Manager in accordance with the Act.

Section 2.4 Purpose of the Company. The Company is organized for the following
objects and purposes:
"raise monies to enable the Company to purchase the Property and
subsequently operate, increase the value, and sell the Propertyfor a profit."
It is understood that the foregoing statement of purposes shall not serve as a limitation on
the powers or abilities of the Company, which shall be permitted to engage in any and all lawful
business activities as shall be permitted under the laws of the State of North Carolina and any other
State the Manager deems in the best interest of the Company.
Notwithstanding the foregoing or any other provision hereof to the contrary, until all
indebtedness in connection with the Company's loan secured by a security interest on the Property,
is paid -in -full, the Company will remain a Single Purpose Entity.
Section 2.5 Filings. The Manager has caused, or shall promptly cause, the execution
and delivery of such documents and performance of such acts consistent with the terms of this
Agreement as may be necessary to comply with the requirements of law for the formation,
qualification and operation of a limited liability company under the laws of each jurisdiction in
which the Company shall conduct business.
Section 2.6 Effective Date; Term. This Agreement shall be effective as of the date set
forth in the preamble of this Agreement. The term of the Company commenced, and the Company
commenced its business, on the date on which the Articles of Organization were filed with the
North Carolina Secretary of State and shall continue in perpetuity, unless sooner terminated
pursuant to the provisions hereof. The existence of the Company as a separate legal entity shall
continue until the cancellation of the Articles of Organization.
ARTICLE 3
MEMBERS; LIMITED LIABILITY OF MEMBERS
Section 3.1 Members: —Each -of -the -parties -to -this -Agreement -(other -than -the initial•
M`anager),-and-each-Persomadmitted-as-a-Membe)of the Company pursuant to the Act and Section
9_4 oP this Agreement, shall be Members of the Company until they cease to be Members in
accordance with the provisions of the Act, the Articles of Organization, or this Agreement. Upon
the admission of any new Member, Exhibit "1 " attached hereto shall be amended accordingly.
Section 3.2 Limited Liability. Except as expressly set forth in this Agreement or
required by law, no Member shall be personally liable for any debt, obligation or liability of the
Company, whether arising in contract, tort or otherwise, solely by reason of being a Member of
the Company.
Section 3.3 Certificates Evidencing Interests. The Company may issue to every
Member of the Company a certificate signed by any Manager of the Company specifying the
Interest of such Member, which signature may be a facsimile. if a certificate for registered interests
is worn out or lost it may be renewed on production of the worn-out certificate or on satisfactory
proof of its loss together with such indemnity as may be required by a resolution of the Manager.
VI

Section 3.4 Classes of Members.
The Company shall have three (3) classes of Members: Class A Members, Class B
Members and Class C Members. Each such class of members shall have the rights, powers, duties,
obligations, preferences and privileges set forth in this Agreement. The names of the Members
shall be set forth in Exhibit "1"attached hereto and incorporated herein by reference, as amended
from time to time. Any person may simultaneously hold more than one class of membership.
Section 3.5 Voting Rights.
3.5.1 Except as may otherwise be provided in this Agreement or the Act or the
Articles of Organization, each of the Class A and Class B Members hereby waives his, her,
or its right to vote on any matters, other than those set in Section 3.5.2 and Section 3.5.3
below. All other decisions will rest with the Manager, as outlined in Section 4.1 below.
3.5.2 Subject to the Act and the Articles of Organization, the affirmative vote of
Members holding not less than a majority of the Percentage Interests of each class voting
as a class represented and voting at a duly held meeting at which a quorum of each class is
present (which Members voting affirmatively shall constitute at least a majority of the
required quorum) shall be required to:
(a) approve any loan to any Manager or any guarantee of a Manager's
obligations;
(b) amend this Agreement in such a way that would result in a change
to the Preferred Allocation as outlined in the private placement memorandum found
in Company's Offering documents or adversely affect the rights, or the interest in
the capital, distributions, profits, or losses of any Class A or Class B Member as
outlined in the Company's Offering documents, reviewed and executed
contemporaneously with this Agreement.
3.5.3. Subject to the Act and the Articles of Organization, the affirmative vote of
Members holding not less than a three-quarters majority of the Percentage Interests of the
Company as a whole voting at a duly held meeting at which a quorum of each class is
present shall be required to remove the Manager for cause pursuant to Section 4.6.2. below;
3.5.4 Unless a record date for voting purposes has been fixed as provided in
Section 3.11 of this Agreement, only Persons whose names are listed as Members on the
records of the Company at the close of business on the business day immediately preceding
the day on which notice of the meeting is given or, if such notice is waived, at the close of
business on the business day immediately preceding the day on which the meeting of
Members is held (except that the record date for Members entitled to give consent to action
without a meeting shall be determined in accordance with Section 3.11 shall be entitled to
receive notice of and to vote at such meeting, and such day shall be the record date for such
meeting. Any Member entitled to vote on any matter may cast part of the votes in favor of
the proposal and refrain from exercising the remaining votes or vote against the proposal
(other than for election or removal of a Manager), but if the Member fails to specify the
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Interests such Member is voting affirmatively, it will be conclusively presumed that the
Member's approving vote is with respect to all votes such Member is entitled to cast. Such
vote may be a voice vote or by ballot; provided, however, that all votes for election or
removal of a Manager must be by ballot upon demand made by a Member at any meeting
at which such election or removal is to be considered and before the voting begins.
3.5.5 Without limiting the preceding provisions of this Section 3.5, no Person
shall be entitled to exercise any voting rights as a Member until such Person (i) shall have
been admitted as a Member pursuant to Section 9.4, and (ii) shall have paid the Capital
Contribution of such Person in accordance with Section 6.1.
Section 3.6 Place of Meetings. All meetings of the Members shall be held at any place
within or without the State of North Carolina that may be designated by the Manager. In the
absence of such designation, Members' meetings shall be held at the principal executive office of
the Company.
Section 3.7 Meetings of Members. Annual meeting of Members shall not be required.
Meetings of the Members for the purpose of taking any action permitted to be taken by the
Members may be called by the Manager, or by Members entitled to cast not less than seventy
percent (70%) of the votes at the meeting. Upon request in writing that a meeting of Members be
called for any proper purpose, the Manager forthwith shall cause notice to be given to the Members
entitled to vote that a meeting will be held at a time requested by the person or persons calling the
meeting, not less than ten (10) nor more than sixty (60) days after receipt of the request. Except
in special cases where other express provision is made by statute, written notice of such meetings
shall be given to each Member entitled to vote not less than ten (10) nor more than sixty (60) days
before the meeting. Such notices shall state:
3.7.1 The place, date and hour of the meeting; and
3.7.2 Those matters which the Manager, at the time of the mailing of the notice,
intends to present for action by the Members.
Section 3.8 Quorum. The presence at any meeting in person or by proxy of Members
holding not less than a majority of the Interests of the class or classes entitled to vote at such
meeting shall constitute a quorum for the transaction of business. The Members present at a duly
called or held meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if
any action taken (other than adjournment) is approved by at least a majority of the votes required
to constitute a quorum.
Section 3.9 Waiver of Notice. The actions of any meeting of Members, however called
and noticed, and wherever held, shall be as valid as if taken at a meeting duly held after regular
call and notice, if a quorum be present either in person or by proxy, and if, either before or after
the meeting, each person entitled to vote, not present in person or by proxy, signs a written waiver
of notice or a consent to the holding of the meeting, or an approval of the minutes thereof. The
waiver of notice, consent or approval need not specify either the business to be transacted or the
purpose of any regular or special meeting of Members, except that if action is taken or proposed
to be taken for approval of any of those matters specified in subsections 3.5.2 — 3.5.3 of this
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Agreement, the waiver of notice, consent or approval shall state the general nature of such
proposal. All such waivers, consents or approvals shall be filed with the Company's records and
made a part of the minutes of the meeting. Attendance of a Member at a meeting shall also
constitute a waiver of notice of and presence at such meeting, except when the Member objects, at
the beginning of the meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of any right to object
to the consideration of matters required to be included in the notice but not so included, if such
objection is expressly made at the meeting.
Section 3.10 Action by Members Without a Meeting. The Manager may be elected or
removed without a meeting by a consent in writing, setting forth the action so taken, signed by
Members having not less than the minimum number of votes that would be necessary to elect or
remove such Manager in accordance with Section 4.6; in addition, a Manager may be elected at
any time to fill a vacancy by a written consent signed by Class C Members having not less than
the minimum number of votes that would be necessary to elect such Manager in accordance with
Section 4.6. Notice of such election shall be promptly given to non -consenting Members.
Any other action which, under any provision of the Act or the Articles of Organization or
this Agreement, may be taken at a meeting of the Members, may be taken without a meeting, and
without notice except as hereinafter set forth, if a consent in writing, setting forth the action so
taken, is signed by Members having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all Members entitled to vote
thereon were present and voted. All such consents shall be filed with the secretary of the Company
and shall be maintained in the Company's records. Unless the consents of all Members entitled to
vote have been solicited in writing, then (i) notice of any proposed Member approval of any of the
matters set forth in subsection 3.5.2 without a meeting by less than unanimous written consent
shall be given to those Members entitled to vote who have not consented in writing at least five
(5) days before the consummation of the action authorized by such approval, and (ii) prompt notice
shall be given of the taking of any other action approved by Members without a meeting by less
than unanimous written consent to those Members entitled to vote who have not consented in
writing.
Any Member giving a written consent, or the Member's proxy -holders, or a personal
representative of the Member or their respective proxy -holders, may revoke the consent by a
writing received by the secretary prior to the time that written consents of the number of votes
required to authorize the proposed action have been filed with the secretary, but may not do so
thereafter. Such revocation is effective upon its receipt by the secretary or, if there shall be no
person then holding such office, upon its receipt by any other officer or Manager of the Company.
Section 3.11 Record Date. The Manager or, if there are no Manager then in office, the
Members may fix a time in the future as a record date for the determination of the Members entitled
to notice of and to vote at any meeting of Members or entitled to give consent to action by the
Company in writing without a meeting, to receive any report, to receive any dividend or
distribution, or any allotment of rights, or to exercise rights with respect to any change, conversion
or exchange of interests. The record date so fixed shall be not more than sixty (60) days nor less
than ten (10) days prior to the date of any meeting, nor more than sixty (60) days prior to any other
event for the purposes of which it is fixed. When a record date is so fixed, only Members of record

at the close of business on that date are entitled to notice of and to vote at any such meeting, to
give consent without a meeting, to receive any report, to receive a dividend, distribution, or
allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of
any interests on the books of the Company after the record date, except as otherwise provided by
statute or in the Articles of Organization or this Agreement.
If the Manager or the Members, as the case may be, do not so fix a record date, then (i) the
record date for determining Members entitled to notice of or to vote at a meeting of Members shall
be at the close of business on the business day immediately preceding the day on which notice is
given or, if notice is waived, at the close of business on the business day immediately preceding
the day on which the meeting is held, and (ii) the record date for determining Members entitled to
give consent to Company action in writing without a meeting shall be the day on which the first
written consent is given
Section 3.12 Members May Participate in Other Activities. Each Member of the
Company, either individually or with others, shall have the right to participate in other business
ventures of every kind, whether or not such other business ventures compete with the Company.
No Member, acting in the capacity of a Member, shall be obligated to offer to the Company or to
the other Members any opportunity to participate in any such other business venture. Neither the
Company nor the other Members shall have any right to any income or profit derived from any
such other business venture of a Member or affiliate entity.
Section 3.13 Members Are Not Agents. Pursuant to Section 4.1 of this Agreement, the
management of the Company is vested in the Manager. The Members shall have no power to
participate in the management of the Company except as expressly authorized by the Act, this
Agreement or the Articles of Organization. No Member, acting solely in the capacity of a Member,
is an agent of the Company nor does any Member, unless expressly and duly authorized in writing
to do so by the Manager, have any power or authority to bind or act on behalf of the Company in
any way, to pledge its credit, to execute any instrument on its behalf or to render it liable for any
purpose.
Section 3.14 Transactions of Members with the Company. Subject to any limitations
set forth in this Agreement and with the prior approval of the Manager, a Member may lend money
to and transact other business with the Company. Subject to other applicable law, such Member
has the same rights and obligations with respect thereto as a Person who is not a Member.
ARTICLE 4
MANAGEMENT OF THE COMPANY
Section 4.1 Management and Operations. Subject to the provisions of the Act and
any limitations in the Articles of Organization and this Agreement as to action required to be
authorized or approved by the Members, the business and affairs of the Company shall be managed
and all its powers shall be exercised by or under the direction of the Manager which shall run the
day -to day operations and conduct, manage and control the business and affairs of the Company
and to make such rules and regulations therefor not inconsistent with law or with the Articles of
Organization or with this Agreement, and to make all other arrangements and do all things which
are necessary or convenient to the conduct, promotion or attainment of the business, purposes or
activities of the Company.

4.1.1 If more than one manager holds office, then the majority vote of the
Managers will be required to bind the Company pursuant to the powers enumerated in
Section 4.1.
Section 4.2 Duties and Conflicts.
(a) The Manager shall devote such time to the Company's business as it, in its
sole discretion, may deem to be necessary or desirable in connection with the Manager's
responsibilities and duties hereunder.
(b) The Manager shall not be liable to the Company or any Member for action
or inaction taken in good faith for a purpose that was reasonably believed to be in the best
interests of the Company; for losses due to such action or inaction; or for the negligence,
dishonesty or bad faith of any employee, broker or other agent of the Company, provided
that such employee, broker or agent was selected, engaged or retained with reasonable care.
The Manager may consult with counsel and accountants on matters relating to the
Company and shall be fully protected and justified in acting in accordance with the advice
of counsel or accountants, provided that such counsel or accountants shall have been
selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the
provisions of this Section 4.2 shall not be construed so as to relieve (or attempt to relieve)
any person of any liability incurred (a) as a result of recklessness or intentional
wrongdoing, or (b) to the extent that such liability may not be waived, modified or limited
under applicable law.
(c) Except as otherwise provided herein, the Manager shall have no duty or
obligation to consult with or seek the advice of the Members.
Section 4.3 Agency Authority of Manager. if more than one Manager holds office,
then any of them shall be authorized to sign checks, contracts and obligations on behalf of the
Company. Any Manager, acting alone, is authorized to endorse checks, drafts and other evidences
of indebtedness made payable to the order of the Company, but only for the purpose of deposit
into the Company's accounts.
Section 4.4 Limited Liability. Except as expressly set forth in this Agreement or
required by law, no Manager shall be personally liable for any debt, obligation, or liability of the
Company, whether arising in contract, tort or otherwise, solely by reason of being a Manager of
the Company.
Section 4.5 Number and Qualifications of Managers. The authorized number of
managers that shall constitute the managers shall be not less than one (1) nor more than three (3).
Subject to the provisions of the Act, any limitations set forth in this Agreement (including the
terms of Section 2.4 hereof) and any limitations in the Articles of Organization, the authorized,
number of managers may be changed from time to time by the Manager. The exact number of
managers shall be fixed from time to time, within the limits specified in this Section 4.51 by the
managers then in office. The number of managers comprising the managers shall initially be three
(3). A Manager may, but need not, be Members of the Company.
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Section 4.6 Election and Removal of Manager.
4.6.1 The Manager shall be elected by the vote of Members holding not less than
a majority of the Class C Interests pursuant to Section 3.10 of this Agreement. Except as
otherwise provided by the Act or the Articles of Organization, each Manager, including a
Manager elected to fill a vacancy, shall hold office until such Manager's death, Bankruptcy,
mental incompetence, resignation or removal.
4.6.2 Any Manager may be removed for Cause upon the vote of not less than a
two-thirds majority of the Percentage Interests of the Company as a whole. In the event of
removal for Cause, the removal shall be effective sixty (60) days following the vote. For
purposes of removal of a Manager, "for Cause" shall mean any of the following:
(a) A Manager is declared insolvent or bankrupt, or makes an
assignment for the benefit of creditors, or a receiver is appointed or any proceeding
is demanded by, for or against the other under any provision of the Federal
Bankruptcy Act or any amendment thereof which is not removed within sixty (60)
days after notice from the Company;
(b) The willful and continued failure of a Manager to substantially
perform that parry's customary duties (other than due to such party's death or
incapacity due to physical or mental illness), the reckless disregard of the
performance of such party's duties, or the willful engaging by the breaching party
in gross misconduct which is materially injurious to the other party, monetarily or
otherwise;
(c) If an individual, the inability of a Manager to perform his duties
hereunder by reason of illness, or physical or mental incapacity of any kind, for a
period of more than sixty (60) days. If disputed by the Manager, the Manager shall
submit to a medical examination by a qualified medical doctor selected by the
Company to determine the Manager's ability to perform his duties; or
(d) Any actions by a Manager causing or resulting in either of the
following:
(1) Conviction, whether as a result of a guilty plea, a plea of nolo
contendere or a verdict of guilty, of a felony, or of any criminal offense
involving moral turpitude such as rape, statutory rape, fraud, embezzlement,
gross sexual imposition, theft or offenses of similar import; or
(2) Misrepresentation or false, misleading, inaccurate
statements of material facts in connection with the rendering of services as
a Manager.
Section 4.7 Vacancies; Resignations.
4.7.1 A vacancy shall be deemed to exist in case of the death, Bankruptcy, mental
incompetence, resignation or removal of any Manager, if the authorized number of
13

managers be increased, or if the Members fail, at any meeting of the Members at which
any manager or managers are to be elected, to elect the full authorized number of managers
to be voted for at that meeting.
4.7.2 All Manager vacancies shall be filled by majority Class C Member Vote.
4.7.3 Any Manager may resign effective upon giving thirty (30) days' written
notice to the Members of the Company, unless the notice specifies a later time for the
effectiveness of such resignation. A majority of the other managers then in office, or failing
such action the Members, shall have power to elect a successor to take office when the
resignation is to become effective.
Section 4.8 Initial Manager. The name of the initial Managers to hold office from and
after the date of this Agreement, are Mesos Capital, LLC, Zenith Capital, LLC and IHM
Investments GP, LLC.
Section 4.9 Managers May Engage in Other Activities. The Manager shall have the
right to participate in other business ventures of every kind, whether or not such other business
ventures compete with the Company. The Manager shall not be obligated to offer to the Company
or to Members any opportunity to participate in any such other business venture, nor shall the
Manager be obligated to obtain permission of the Members in order to engage in other activities.
Neither the Company nor the Members shall have any right to any income or profit derived from
any such other business venture of Manager.
Section 4.10 Transactions of Managers with the Company. Subject to any limitations
set forth in this Agreement, Manager may lend money to and transact other business with the
Company. Subject to other applicable law, such Manager has the same rights and obligations with
respect thereto as a Person who is not a Member or Manager.
Section 4.11 Compensation of Manager. The Manager shall be reimbursed for any direct
funds or expenses advanced by it prior to or after formation of the Company to the extent that such
expenses are incurred or paid directly on behalf of the Company.
The Company shall reimburse the Manager for any direct funds or expenses advanced by
it prior to or after formation of the Company to the extent that such expenses are incurred or paid
directly on behalf of the Company. In addition, to the extent Manager or its Affiliates are entitled
to receive compensation but Manager elects to defer such compensation to a future date, then
Manager or Affiliate may receive interest on those deferred fees, not to exceed ten percent (10%)
annualized.
The Manager and its Affiliates shall be entitled to collect the following fees:
(a) Manager will receive the Acquisition Fee.
(b) Manager will receive the Asset Management Fee.
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(c) Individuals signing on the loan, all Affiliates of Manager, will receive the Loan
Guarantor Fee.
(d) Mesos Capital, LLC, one of the Managers, will receive the Capital Transaction
Fee.
ARTICLE 5
INTERESTS
Section 5.1 Interests. The Interest of each Member in the Company shall be as set forth
in Exhibit "2" hereto, subject to the Preferred Allocation schedule contained in Exhibit "4."
Section 5.2 Capital Accounts. A Capital Account shall be maintained for each
Member on the books of the Company. Each Member's Capital Account shall be credited with the
amount of any capital contribution made by such Member pursuant to Sections 6.1 and 6.4, and
shall be adjusted appropriately to take into account all items of income, gain, loss or deduction
allocated to each Member pursuant to Article 7 hereof and all distributions to each Member
pursuant to Article 8 hereof. A single Capital Account shall be maintained for each Member
(regardless of the class of Interests owned by such Member and regardless of the time or manner
in which such Interests were acquired) in accordance with the capital accounting rules of Section
704(b) of the Code and the regulations thereunder (including without limitation Section 1.704-
I (b)(2)(iv) of the Income Tax Regulations). In general, under such rules, a Member's Capital
Account shall be:
(a) increased by (i) the amount of money contributed by the Member to
the Company (including the amount of any Company liabilities that are assumed
by such Member other than in connection with distribution of Company property),
(d) the fair market value of property contributed by the Member to the Company
(net of liabilities secured by such contributed property that under Section 752 of the
Code the Company is considered to assume or take subject to), and (iii) allocations
to the Member of Company income and gain (or item thereof), including income
and gain exempt from tax; and
(b) decreased by (i) the amount of money distributed to the Member by
the Company (including the amount of such Member's individual liabilities that are
assumed by the Company other than in connection with contribution of property to
the Company), (ii) the fair market value of property distributed to the Member by
the Company (net of liabilities secured by such distributed property that under
Section 752 of the Code such Member is considered to assume or take subject to),
(iii) allocations to the Member of expenditures of the Company not deductible in
computing its taxable income and not properly chargeable to capital account, and
(iv) allocations to the Member of Company loss and deduction (or item thereof).
(c) Where Section 704(c) of the Code applies to Company property or
where Company property is revalued pursuant to paragraph (b)(2)(iv)(t) of Section
1.704-1 of the Income Tax Regulations, each Member's Capital Account shall be
adjusted in accordance with paragraph (b)(2)(iv)(g) of Section 1.704-1 of the
15

Income Tax Regulations as to allocations to the Members of depreciation,
depletion, amortization and gain or loss, as computed for book purposes with
respect to such property.
(d) When Company property is distributed in kind (whether in
connection with liquidation and dissolution or otherwise), the Capital Accounts of
the Members shall first be adjusted to reflect the manner in which the unrealized
income, gain, loss and deduction inherent in such property (that has not been
reflected in the Capital Account previously) would be allocated among the
Members if there were a taxable disposition of such property for the fair market
value of such property (taking into account Section 7701(g) of the Code) on the
date of distribution.
(e) The Manager shall direct the Company's accountants to make all
necessary adjustments in each Member's Capital Account as required by the capital
accounting rules of Section 704(b) of the Code and the regulations thereunder.
Section 5.3 Return of Capital. No Member shall be liable for the return of the capital
contributions (or any portion thereof) of any other Member, it being expressly understood that any
such return shall be made solely from the assets of the Company. No Member shall be entitled to
withdraw any part of such Member's Capital Contributions or Capital Account, to receive interest
on such Member's Capital Contributions or Capital Account or to receive any distributions from
the Company, except as expressly provided for in this Agreement or under the Act as then in effect.
Section 5.4 Liability. Except as otherwise provided by the Act or this Agreement, the
debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise,
shall be solely the debts, obligations and liabilities of the Company and no Member shall be
obligated personally for any such debt, obligation or liability of the Company solely by reason of
being a Member. Except as otherwise expressly required by law, a Member, in such Member's
capacity as such, shall have no liability in excess of (i) such Member's Capital Account and share
of any undistributed profits of the Company, (ii) such Member's obligations to make other
payments pursuant to the obligation to make capital contributions to the Company hereunder which
shall be an obligation strictly among and enforceable by the Members, and no third party shall be
a third -party beneficiary thereof, and (iii) the amount of any distributions wrongfully distributed
to such Member.
ARTICLE 6
CAPITAL CONTRIBUTIONS, WITHDRAWALS AND LOANS
Section 6.1 Initial Capital Contributions. Each Member shall make the initial capital
contributions to the Company (each, an "Initial Capital Contribution"), in accordance with the
amounts set forth on Exhibit "I" hereto, as amended from time to time. Upon the making of such
contributions, such amounts shall be credited to the Members' respective Capital Accounts. Each
Member understands and assumes the risk of investing in the Company and shall be without
recourse, including against the Company's assets, should he lose his investment. The Manager
shall have discretion as to the date at which the subscriptions for Class A and Class B Interests
shall be closed.
16

Section 6.2 Non -Member Loans to the Company. The Company may obtain such
further funds as it requires for its operations from sources and on terms, which are acceptable to
the Manager, subject to the restrictions herein contained. Neither the Company nor any Member
shall have any personal liability as a result of any such borrowing unless any of the Members shall
agree in writing to be personally liable. Notwithstanding the foregoing, the Company shall not
acquire funds pursuant to this Section 6.2 as long as any obligations under the Loan (as defined in
that certain Loan Agreement by and between the Company and the lender) remain outstanding.
Section 6.3 Member Loans to the Company. In the event that the Company shall
require funds in order to carry out the purposes of the Company and such funds shall not be
available from either prior capital contributions of the Members or the proceeds of a third -party
loan to the Company, then with consent of the Manager and subject to the restrictions hereof, any
Member may, but shall not be required to, loan to the Company such required funds. In the event
such a loan is made, the same shall not be considered an increase in the Member's Capital Account
or an increase in such Member's share of the profits. Each such loan shall be without recourse and
shall be upon such terms as shall be agreed to by the lending Member and shall be evidenced by a
promissory note duly executed by the Manager on behalf of the Company and delivered to the
lending Member.
Section 6.4 Additional Capital Contributions
6.4.1 If the Manager at any time or from time to time determines that the
Company requires additional Capital Contributions, then the Manager shall give notice to
each Member of (i) the total amount of additional Capital Contributions required, (ii) the
reason the additional Capital Contribution is required, (iii) each Member's proportionate
share of the total additional Capital Contribution (determined in accordance with this
Section), and (iv) the date each Member's additional Capital Contribution is due and
payable, which date shall be no less than ten (10) days after the notice has been given. A
Member's share of the total additional Capital Contribution shall be equal to the product
obtained by multiplying the Member's Percentage Interest and the total additional Capital
Contribution required. Each Member's share of the additional Capital Contribution shall be
payable in cash or by certified check, or wire transfer.
6.4.2 Notwithstanding anything herein to the contrary, no Member shall be
required to make any Additional Capital Contribution to the Company.
6.4.3 If a Member fails to pay when due all or any portion of any additional
Capital Contribution required under Section 6.4.1 (each, a "Non -Contributing Member"),
then each Member other than any Non -Contributing Member (each, a "Contributing
Member") shall have the right, but not the obligation, to contribute to the Company (in
addition to its initial pro rata share of the additional Capital Contribution) its pro rasa
portion of those amounts that the Non -Contributing Member fails to contribute (the
"Remaining Contribution"), and the Manager shall have the right to re -allocate the
Percentage Interests based on the then Capital Contributions made by the Contributing
Members and Non -Contributing Members.
17

6.4.4 Each Member shall receive a credit to his/her/its Capital Account in the
amount of any additional Capital Contribution which he/she/it makes to the Company and
shall receive such other rights as have been approved by the Manager in connection with
such additional Capital Contribution in accordance with the terms of this Agreement.
6.4.5 Immediately following any additional Capital Contribution, the Percentage
Interests of the Members may be adjusted if the Manager determines that the Percentage
Interests of the Members are to be altered as a result of the additional Capital Contribution,
and Exhibit "I" shall be revised to reflect any such additional Capital Contribution and
any such adjustment of the Percentage Interests of the Members. Any revision of Exhibit
"I" in accordance with the preceding sentence shall require only the consent of the
Manager (and not any consent of the Members).
6.4.6 In the event any Remaining Contribution is not fully satisfied by additional
Capital Contributions of the Contributing Members, the Manager may, but shall not be
required to, contribute to the Company the amount required to satisfy the Remaining
Contribution as a loan (a "Contribution Loan") to the Non -Contributing Member. The
Manager shall have the option of obtaining a third -party loan, using its own funds to fund
the proceeds for any such Contribution Loan. Such Contribution Loan shall not be treated
as a Capital Contribution by the Manager or entitle the Manager to a Percentage Interest.
The Contribution Loan (or Contribution Loans if more than one), shall each be deemed a
loan owing by the Non -Contributing Member to the Manager, as applicable. The
Contribution Loan shall be repayable only out of the Net Cash Flow and/or Net Capital
Proceeds otherwise distributable to the Non -Contributing Member which shall be paid
directly to the Manager, as the case may be and, if more than one, then in proportion to the
amounts of their Contribution Loans, until such Manager's Contribution Loan or
Contribution Loans, as the case may be, and accrued and unpaid interest thereon have been
paid in full. The Contribution Loan shall bear interest at lower of 15% per annum or the
maximum rate permitted by law.
ARTICLE 7
ALLOCATION OF PROFITS AND LOSSES; TAX AND ACCOUNTING MATTERS
Section 7.1 Allocations. Each Member's distributive share of income, gain, loss,
deduction or credit (or items thereof) of the Company as shown on the annual federal income tax
return prepared by the Company's accountants or as finally determined by the United States
Internal Revenue Service or the courts, and as modified by the capital accounting rules of Section
704(b) of the Code and the Income Tax Regulations thereunder, as applicable, shall be determined
as follows:
7.1.1 Allocations. Except as otherwise provided in this Section 7.1:
(a) items of loss, deduction or credit (or items thereof) shall be first
allocated among the Members in accordance with the Preferred Allocation outlined in
Exhibit "4".
12

(b) items of income and gain (or items thereof) shall be (i) first allocated
to the Members in the same manner that losses were allocated pursuant to Section
7.1.1 (a) in order to reverse any loss allocations, and then (ii) any items of income
and gain (or items thereof) in excess of the allocations in 7. L(b)(i) shall be allocated
among the Members in accordance with the Preferred Allocation outlined in Exhibit
"4 „
Subject to the provisions of subsections 7.1.2 — 7.1.11, inclusive, of this Agreement, the
items specified in this Section 7.1 shall be allocated to the Members as necessary to eliminate any
deficit Capital Account balances and thereafter to bring the relationship among the Members'
positive Capital Account balances in accord with their pro rata interests.
7.1.2 Allocations With Respect to Property. Solely for tax purposes, in
determining each Member's allocable share of the taxable income or loss of the Company,
depreciation, depletion, amortization and gain or loss with respect to any contributed
property, or with respect to revalued property where the Company's property is revalued
pursuant to paragraph (b)(2)(iv)(f) of Section 1.704-1 of the Income Tax Regulations, shall
be allocated to the Members in the manner (as to revaluations, in the same manner as)
provided in Section 704(c) of the Code. The allocation shall take into account, to the full
extent required or permitted by the Code, the difference between the adjusted basis of the
property to the Member contributing it (or, with respect to property which has been
revalued, the adjusted basis of the property to the Company) and the fair market value of
the property determined by the Members at the time of its contribution or revaluation, as
the case may be.
7.1.3 Minimum Gain Char eg back. Notwithstanding anything to the contrary in
this Section 7.1, if there is a net decrease in Company Minimum Gain or Company
Nonrecourse Debt Minimum Gain (as such terms are defined in Sections 1.704-2(b) and
1.704-2(i)(2) of the Income Tax Regulations, but substituting the term "Company" for the
term "Partnership" as the context requires) during a Company taxable year, then each
Member shall be allocated items of Company income and gain for such year (and, if
necessary, for subsequent years) in the manner provided in Section 1.704-2 of the Income
Tax Regulations. This provision is intended to be a "minimum gain chargeback" within the
meaning of Sections 1.704-2(f) and 1.704-2(i)(4) of the Income Tax Regulations and shall
be interpreted and implemented as therein provided.
7.1.4 Qualified Income Offset. In the event any Member unexpectedly receives
any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),
(5) or (6) of the Treasury Regulations, items of Company income and gain shall be specially
allocated to such Member in an amount and manner sufficient to eliminate the deficit
balance in his Capital Account created by such adjustments, allocations or distributions as
promptly as possible; provided that an allocation pursuant to this Section 7.1.4 shall be
made only if and to the extent that a Member would have such a deficit balance after all
other allocations provided for in this Article have been tentatively made as if this Section
7.1.4 were not in the Agreement.
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7.1.5 Gross Income Allocation. In the event any Member has a deficit Capital
Account at the end of any taxable year which is in excess of the sum of (i) the amount such
Member is obligated to restore, if any, pursuant to any provision of this Agreement, and
(ii) the amount such Member is deemed to be obligated to restore pursuant to the
penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury
Regulations, each such Member shall be specially allocated items of partnership income
and gain in the amount of such excess as quickly as possible; provided that an allocation
pursuant to this Section 7.1.5 shall be made only if and to the extent that a Member would
have a deficit Capital Account in excess of such sum after all other allocations provided
for in this Article have been tentatively made as if Section 7.1.4 and this Section 7.1.5 were
not in this Agreement.
7.1.6 Depreciation Recapture. Subject to the provisions of Section 704(c) of the
Code and subsections 7. L2 — 7.1.41 inclusive, of this Agreement, gain recognized (or
deemed recognized under the provisions hereof) upon the sale or other disposition of
Company property, which is subject to depreciation recapture, shall be allocated to the
Member who was entitled to deduct such depreciation.
7.1.7 Loans. If and to the extent any Member is deemed to recognize income as
a result of any loans pursuant to the rules of Sections 1272, 1273, 1274, 7872 or 482 of the
Code, or any similar provision now or hereafter in effect, any corresponding resulting
deduction of the Company shall be allocated to the Member who is charged with the
income. Subject to the provisions of Section 704(c) of the Code and subsections 7.1.2 —
7.1.4, inclusive, of this Agreement, if and to the extent the Company is deemed to recognize
income as a result of any loans pursuant to the rules of Sections 1272, 1273, 1274, 7872 or
482 of the Code, or any similar provision now or hereafter in effect, such income shall be
allocated to the Member who is entitled to any corresponding resulting deduction.
7.1.8 Tax Credits. Tax credits shall generally be allocated according to Section
1.704-1(b)(4)(ii) of the Income Tax Regulations or as otherwise provided by law.
Investment tax credits with respect to any property shall be allocated to the Members pro
rata in accordance with the manner in which Company profits are allocated to the Members
under subsection 7.1.1 hereof, as of the time such property is placed in service. Recapture
of any investment tax credit required by Section 47 of the Code shall be allocated to the
Members in the same proportion in which such investment tax credit was allocated.
7.1.9 Chanve of Pro Rata Interests. Except as provided in subsections 7.1.6 and
7.1.7 hereof or as otherwise required by law, if the proportionate interests of the Members
in the Company are changed during any taxable year, all items to be allocated to the
Members for such entire taxable year shall be prorated on the basis of the portion of such
taxable year which precedes each such change and the portion of such taxable year on and
after each such change according to the number of days in each such portion, and the items
so allocated for each such portion shall be allocated to the Members in the manner in which
such items are allocated as provided in section 7.1.1 during each such portion of the taxable
year in question.
20

7.1.10 Effect of Special Allocations on Subsequent Allocations. Any special
allocation of income or gain pursuant to subsections 7.1.3 or 7.1.4 hereof shall be taken
into account in computing subsequent allocations of income and gain pursuant to this
Section 7.1 so that the net amount of all such allocations to each Member shall, to the extent
possible, be equal to the net amount that would have been allocated to each such Member
pursuant to the provisions of this Section 7.1 if such special allocations of income or gain
under subsection 7.1.3 or 7.1.4 hereof had not occurred.
7.1.11 Nonrecourse and Recourse Debt. Items of deduction and loss attributable
to Member nonrecourse debt within the meaning of Section 1.7042(b)(4) of the Income
Tax Regulations shall be allocated to the Members bearing the economic risk of loss with
respect to such debt in accordance with Section 1704-2(i)(1) of the Income Tax
Regulations. Items of deduction and loss attributable to recourse liabilities of the Company,
within the meaning of Section 1.752-2 of the Income Tax Regulations, shall be allocated
among the Members in accordance with the ratio in which the Members share the economic
risk of loss for such liabilities.
7.1.12 State and Local Items. Items of income, gain, loss, deduction, credit and
tax preference for state and local income tax purposes shall be allocated to and among the
Members in a manner consistent with the allocation of such items for federal income tax
purposes in accordance with the foregoing provisions of this Section 7.1.
Section 7.2 Accounting Matters. The Manager shall cause to be maintained complete
books and records accurately reflecting the accounts, business and transactions of the Company
on a calendar -year basis and using such cash, accrual, or hybrid method of accounting as in the
judgment of the Manager is most appropriate; provided, however, that books and records with
respect to the Company's Capital Accounts and allocations of income, gain, loss, deduction or
credit (or item thereof) shall be kept under U.S. federal income tax accounting principles as applied
to partnerships.
Section 7.3 Fiscal Year. The Company's fiscal year shall begin on January 1 st and end
on December 31 st. The Manager may at any time elect a different fiscal year if permitted by the
Code and applicable regulations of the United States Treasury.
Section 7.4 Tax Status and Returns.
7.4.1 The Company shall file as a partnership for Federal income tax purposes.
Any provision hereof to the contrary notwithstanding, solely for United States federal
income tax purposes, each of the Members hereby recognizes that the Company may be
subject to the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided,
however, the filing of U.S. Partnership Returns of Income shall not be construed to extend
the purposes of the Company or expand the obligations or liabilities of the Members.
7.4.2 The Manager shall prepare or cause to be prepared all tax returns and
statements, if any, that must be filed on behalf of the Company with any taxing authority,
and shall make timely filing thereof. Within ninety (90) days after the end of each calendar
year, the Manager shall prepare or cause to be prepared and delivered to each Member a
21

report setting forth in reasonable detail the information with respect to the Company during
such calendar year reasonably required to enable each Member to prepare such Member's
federal, state and local income tax returns in accordance with applicable law then
prevailing.
7.4.3 Quarterly financial statements (including a "Balance Sheet" and "Income
Statement") shall be provided to all Members within 30 days from the end of the reporting
quarter. Distribution of quarterly reports by the Manager will begin at the end of the month
after 90 days following the close of an acquisition of the property to which the reports
pertain. The Manager is not required to have the financial statements audited, reviewed or
compiled. The financial statements are not required to use GAAP accounting.
7.4.4 Unless otherwise provided by the Code or the Income Tax Regulations
thereunder, Pancham Gupta shall be the "Partnership Representative," as such term is used
in Code Section 6223 (the "Partnership Representative"). Mr. Gupta shall make all
decisions for the Company relating to tax matters including, without limitation, whether to
make any tax elections (including the election under Section 754 of the Code), the positions
to be taken on the Company's tax returns and the settlement, further contest or litigation of
any audit matters raised by the Internal Revenue Service or any other taxing authority. The
Tax Matters Member shall be the "Partnership Representative" for U.S. federal income tax
purposes.(a) The Partnership Representative shall have all of the authority, duties
and responsibilities as set forth in Code §§ 6221 — 6241 and the regulations
thereunder (the "Partnership Audit Rules") including but not limited to elections
related to an audit; matters arising from the audit; the audit proceedings, including
receiving notices of the commencement of an audit and requests for information;
providing information to the IRS with regards to the audit; meeting with IRS personnel
to discuss and settle the audit; extending the statute of limitations for the Members
and the Company; binding the Company and the Members to a settlement with respect to
the audit matters; electing not to contest the notice of final Company adjustments in
court or to contest all or any portion of the matter in court and to choose the court forum;
filing an election out; making decisions regarding the payment of the imputed
underpayment; making a push -out election; entering into a closing agreement with
the IRS; requesting multiple imputed underpayments; filing an Administrative
Adjustment Request (AAR); and deciding whether to settle with IRS appeals or to
settle litigation and whether to appeal an adverse court decision.
(b) The Partnership Representative must accept such appointment in
writing if desired by the Manager and provide a written confirmation to the
partnership that it satisfies the substantial presence requirement of Code §
6223(a) and the regulations thereunder. A Partnership Representative shall
serve until his, her, or its death, resignation, incapacity, bankruptcy,
revocation/removal, or a determination by the Internal Revenue Service that the
designation is not effective.
(c) The Partnership Representative, may with the consent of the
Manager, timely file such election forms, statements and other information required
22

by the Partnership Audit Rule to make the push -out election, as provided in Code
Section 6226.
(d) Resignation. A Partnership Representative may resign at any time
by giving written notice to the Manager. The resignation of the Partnership
Representative shall take effect upon the appointment of a successor
Partnership Representative or at such other time agreed upon by the Manager.
The resigning Partnership Representative shall follow the directions of the
Manager in connection with the appointment of a successor Partnership
Representative and the filing of such statements, forms and other document
with the IRS as required by the Partnership Audit Rules. Notwithstanding the
foregoing, in the event such resignation is not effective for purposes of the
Partnership Audit Rules, the resigning Partnership Representative shall take any
and all actions and sign and deliver any and all documents, instruments, elections
and agreement as directed by the Manager until such resignation is effective for
purposes of the Partnership Audit Rules.
(e) Revocation of Designation. The designation of Partnership
Representative may be revoked with or without cause by a written notice from
the Manager. The Partnership Representative whose designation has been revoked
shall follow the directions of the Manager in connection with the appointment
of a successor Partnership Representative and the filing of such statements,
forms and other document with the IRS as required by the Partnership Audit
Rules. Notwithstanding the foregoing, in the event such revocation is not effective
for purposes of the Partnership Audit Rules and in any event prior to the effective
appointment of a successor, the Partnership Representative whose designation
has been revoked shall take any and all actions and sign and deliver any and all
documents, instruments, elections and agreement as directed by the Manager
until such revocation is effective for purposes of the Partnership Audit Rules.
(I) Vacancies. If there is a vacancy in the position of Partnership
Representative, a successor Partnership Representative shall be designated by the
Manager.
(g) Compensation. The Partnership Representative may receive
reasonable compensation for the services rendered, to be determined by the
Manager.
(h) Costs. Expenses and Professional Fees. The Company shall
reimburse the Partnership Representative for all costs and expenses reasonably
incurred in connection with his/her/its actions under the Partnership Audit Rules.
The Partnership Representative is hereby authorized to engage professionals,
experts and advisors in connection with its performance of its duties under the
Partnership Audit Rules and incur costs, expenses, professional and other
fee on behalf of the Company. The Partnership Representative shall obtain approval
of the Manager in advance of incurring any expense in excess of $10,000 in
23

connection with the engaging professionals, experts, advisors, audits, appeal, and
litigation through all appeals.
(i) Standard of Care. The Partnership Representative shall act in good
faith and shall use commercially reasonable best efforts to carry out the
duties, authority and responsibilities set forth in this Agreement and the Partnership
Audit Rules. The Partnership Representative does not, in any way, guarantee the
results of any Companyaudit. The Partnership Representative shall have no conflict
of interest that would violate his/her/it fiduciary duties to the Company. The
Partnership Representative shall be subject to a confidentiality requirement.
Q) Partnership Representative Has No Exclusive Duty to Company. The
Partnership Representative shall not be required to act in such capacity as
his/ her/its sole and exclusive function. The Partnership Representative shall
devote such time to this position as is commercially reasonable to fulfill her
obligations, responsibilities and duties.
(k) Correction of Economic Distortions. The Members intend that the
economic consequences of an imputed underpayment for any reviewed year
shall be home by the Members in the same manner as if the adjustments
had been correctly reported on the reviewed year Membership return.
Therefore, notwithstanding anything to the contrary herein, the Partnership
Representative shall cause the Company to make such offsetting special allocations
of Company income, gain, loss or deduction in whatever manner it determines
appropriate so that, after such offsetting allocations are made, each Member's
capital account balance at the end of the adjustment year is to the extent possible,
equal to the capital balance such Members would have had if all Company items
in the reviewed year had been allocated to the Members in accordance with
the adjustments as determined by the notice of final Membership adjustments,
any settlement with the IRS, the Justice Department or the final court decision,
whichever is applicable. In addition, the Manager shall have the authority to
require reviewed year Members who have transferred their Interests to
reimburse the Company for the imputed underpayment.
(1) Limitation on Authority of Partnership Representative.
Notwithstanding anything to the contrary herein, the Partnership Representative
shall not make any material agreements with the Internal Revenue Service (IRS)
(including waivers of statute of limitations), election, settlement or take any actions
to settle or to litigate any adjustments set forth in the notice of final partnership
adjustment under the Partnership Audit Rules without the written consent of the
Manager. The Partnership Representative must receive the prior approval of the
Manager prior to filling all protest, court filings, settlements, etc., and other written
communications with the IRS.
(m) Duties Owed by the Members to the Partnership Representative.
Each Member hereby covenants and agrees to promptly provide the Partnership
Representative with all information regarding the Member's tax returns and
24

tax liabilities as requested from time to time, including but not limited to proof
that the Member has filed an amended return and paid any resulting tax, the
Member's address, taxpayer identification number and current contact
information, the Member's status as a tax- exempt Member, the tax rate
applicable to the Member and the Member's status as an eligible Member. The
Member's obligations hereunder shall continue notwithstanding the Member
ceasing to be a Member whether resulting from a transfer, sale, withdrawal or
other disposition of his/her/its Interests. Each Member shall notify the Partnership
Representative of any inconsistent treatment of any Membership item on the
Member's return and of any settlement with the IRS regarding any Membership
items.
(n) Reliance on Advice. The Partnership Representative may rely on
the services and advice of attorneys, accountants and other professional
advisors or experts. The Partnership Representative shall not be liable to the
Company or to any Member for damages, losses, or costs, any loss of value or any
liability arising from such reliance.
(o) Binding Effect of Actions by Partnership Representative. The
Company and the Members hereby agree and acknowledge that (a) the
actions of the Partnership Representative in connection with the Partnership Audit
Rules shall be binding on the Company and the Members; and (b) neither the
Company nor the Members have any right to contact the IRS or participate in an
audit or proceedings under the Partnership Audit Rules.
(p) Communications to Members. The Partnership Representative
shall provide reports to the Members on a reasonable basis to keep them
reasonably informed of the status, issues and resolution of any Company income
tax audit. The Partnership Representative shall provide the Manager and all
Members with copies of all notices from the IRS within 7 calendar days of receipt.
The Partnership Representative is required to inform the Manager, within 72 hours
of setting any/all meetings with the IRS. The Partnership Representative shall
regularly update the Manager of the progress of the audit and any court proceeding.
The Partnership Representative shall submit periodic written reports to the Manager
concerning the status of the Company audit.
(q) Election. If and when every Member qualifies as eligible member
under the Partnership Audit Rules, the Partnership Representative shall make the
"Opt -Out" election for the Company, as appropriate, for any year that Members
remain qualified as eligible Members Election. If and when every Member
qualifies as eligible member under the Partnership Audit Rules, the Partnership
Representative shall make the "Opt -Out" election for the Company, as appropriate,
for any year that Members remain qualified as eligible Members.
25

ARTICLE 8
DISTRIBUTIONS
Section 8.1 Distributions.
8.1.1 Subject to the reasonably anticipated business needs and opportunities of
the Company, taking into account all debts, liabilities and obligations of the Company then
due, working capital and other amounts which the Manager deems necessary for the
Company's business or to place into reserves for customary and usual claims with respect
to such business, and subject also to any restrictions under applicable law (including,
without limitation, any obligation to withhold and remit any amounts to any governmental
authority), the Manager shall distribute the Net Cash Flow and Net Capital Proceeds to the
Members not less often than quarterly in accordance with the Preferred Allocation outlined
in Exhibit "4".
8.1.2 Without limiting the generality of subsection 8.1.1, if and to the extent that
the Company is earning income which will result in the Members being subject to income
tax on their distributive share of the Company's income, minimum distributions shall be
made to the Members in such amounts and at such times (but in no event later than March
31"each year) as shall be sufficient to enable the Members to meet United States income
tax liability arising or incurred as a result of their participation in the Company. For the
purposes of such distributions, it shall be assumed that the Members are taxable at
combined U.S. federal individual, state and local rates of forty percent (40%). Any such
distribution shall be made on a nondiscriminatory basis to all Members pro rata in
accordance with their respective Percentage Interests. It is specifically recognized that in
making a forty percent (40%) assumption regarding tax distributions, some Members may
receive a distribution that is in excess of their actual tax liabilities, and some Members may
receive a distribution that is less.
Section 8.2 Form of Distributions. No Member, regardless of the nature of the
Member's Capital Contribution, has any right to demand and receive any distribution from the
Company in any form other than money. No Member may be compelled to accept from the
Company a distribution of any asset in kind.
Section 8.3 Withholding from Distributions. To the extent that the Company is
required by law to withhold or to make tax or other payments on behalf of or with respect to any
Member, the Company may withhold such amounts from any distribution and make such payments
as so required. For purposes of this Agreement, any such payments or withholdings shall be treated
as a distribution to the Member on behalf of whom the withholding or payment was made.
Section 8.4 754 Election. In the event of a distribution of property to a Member, the
death of an individual Member or a transfer of any interest in the Company permitted under the
Act or this Agreement, the Company may, in the discretion of the Manager upon the written request
of the transferor or transferee, file a timely election under Section 754 of the Code and the Income
Tax Regulations thereunder to adjust the basis of the Company's assets under Section 734(b) or
743(b) of the Code and a corresponding election under the applicable provisions of state and local
26

law, and the person making such request shall pay all costs incurred by the Company in connection
therewith, including reasonable attorneys' and accountants' fees.
ARTICLE 9
TRANSFER OF COMPANY INTERESTS
Section 9.1 No Transfer. No Member, shareholder (direct or indirect) of a corporate
Member, partner (whether general or limited) of a Member which is a partnership (general or
limited), member of a Member which is a limited liability company or owner of all or any portion
of any other entity which is a Member or which has a beneficial interest, either direct or indirect,
in a Member, may sell, assign, transfer, give, hypothecate or otherwise encumber (any such sale,
assignment, transfer, gift, hypothecation or encumbrance being hereinafter referred to as a
"Transfer"), directly or indirectly, or by operation of law or otherwise, any interest in the Company
or in such corporation, partnership or other entity (each an `Intermediary"), except as hereinafter
set forth in this Article 9 or otherwise with the consent of the Manager. Any Transfer of any interest
in the Company or an Intermediary in contravention of this Article 9 shall be null and void. No
Member, without the prior written consent of the Manager (other than the retiring or withdrawing
Member), shall retire or withdraw from the Company, except as a result of such Member's death,
disability, insanity, incompetency or the final adjudication of such Member as a Bankrupt.
Notwithstanding anything contained in this Article 9, no Transfer shall be permissible if such
transfer contravenes and/or violates the terms of the "Mortgage Loan" (as defined in the Property
mortgage documents).
Section 9.2 Permitted Transfers
9.2.1 Any Member may, from time to time and in its sole discretion, Transfer its
Interest, in whole or in part, to (i) any Affiliate of such Member, or (ii) a living or revocable
trust for the benefit of the Member or such Member's Immediate Family (as hereinafter
defined) (a "Family Trust") so long as the transferring Member is the sole trustee of such
Family Trust. As used in this Article 9, the term "Immediate Family" shall mean any
spouse, parents, children, including those adopted, siblings and direct descendants and
spouses of any of the foregoing, of an individual. Notwithstanding the foregoing, no
Member shall make any Transfer of any of its Interest, or permit any indirect Transfer of
any of its Interest, that would result in the Company being in breach of its Single Asset
Entity obligations set forth in Section 2.4. All Transfers requested by any Member shall
be at the expense of the Transferring Member who shall pay for all costs associated with
the transfer, including, but not limited to attorney fees.
9.2.2 Any transferee referred to in clause 9.2.1 above shall become a Member of
the Company.
9.2.3 In the event that (i) a Member Transfers its Interest, pursuant to this Section
9_2, to a limited liability company controlled by such Member or to a Family Trust, and
(ii) at any time thereafter, such Member ceases to control the transferee limited liability
company, or such Member ceases to be the sole trustee of the transferee Family Trust (each,
a "Triggering Event"), the Company shall have the option to purchase such transferee's
Interest for the fair market value of such Interest determined as of the date of the Triggering
27

Event. The Company shall provide written notice to the transferee of its election to exercise
its option to purchase the Interest within sixty (60) days after the Triggering Event, on
which date such option shall expire. The fair market value of the Interest shall be
determined in accordance with the fair market valuation procedure discussed in Section 9.7
hereto.
9.2.4 Notwithstanding anything in the contrary, any transfer that would result in
a violation of the Property loan documents is prohibited.
Section 9.3 Succession by Operation of Law. in the event of the death or incapacity
of an individual Member or in the event of the involuntary merger, consolidation, dissolution or
liquidation of any Member not an individual, all of such Member's rights hereunder, including
such Member's Interest, shall, subject to the remaining provisions of this Article 9, pass to such
Member's personal representative, heir or distributee, in the case of an individual Member, or to
such Member's legal successor, in the case of any Member not an individual. Upon and
contemporaneously with any such transfer of a Member's Interest by operation of law, the
Company shall purchase from the transferee of such Interest, and the transferee shall sell to the
Company for a purchase price of $1 for each percentage of the Interest transferred, all rights and
interests of the transferee in the Company, other than the right to its share of the Company's
distributions and allocations, including such transferee's right, if any, to vote and participate in the
management of the Company, except those rights that cannot be waived by an assignee of an
economic interest in the Company pursuant to the Act.
Section 9.4 New Members. Notwithstanding Section 9.2 hereof, no person or entity,
not then a Member, shall become a Member hereunder under any of the provisions hereof unless
such person or entity shall expressly assume and agree to be bound by all of the terms and
conditions of this Agreement. Each such person or entity shall also cause to be delivered to the
Company, at his or its sole cost and expense, a favorable opinion of legal counsel reasonably
acceptable to the Manager, to the effect that (a) the contemplated Transfer of such Company
Interest to such person or entity does not violate any applicable securities law, (b) that such person
or entity has the legal right, power and capacity to own the Interest, and (c) that the contemplated
Transfer will not cause a termination of the Company within the meaning of Section 708 of the
Code or that such termination would not have material adverse tax consequences for the non -
transferring Members. All reasonable costs and expenses incurred by the Company in connection
with any Transfer of an Interest and, if applicable, the admission of a person or entity as a Member
hereunder, shall be paid by the transferor. Upon compliance with all provisions hereof applicable
to such person or entity becoming a Member, all other Members agree to execute and deliver such
amendments hereto as are necessary to constitute such person or entity a Member of the Company.
Section 9.5 Riphts of New Members. Notwithstanding anything to the contrary in this
Agreement, (a) a transferee of a Member's Interest in the Company pursuant to a Transfer under
this Article 9 (other than pursuant to Section 9.2 hereof) shall be admitted to the Company as a
Member with respect to such Member's Interest only with the written consent of the Manager, it
being understood that the giving or withholding of such consent shall be within the sole and
absolute discretion of the Manager, (b) until and unless such transferee is admitted as a Member,
such transferee shall be entitled to its share of the Company's distributions and allocations but
shall not have any other rights or privileges of a Member, except as otherwise required by this
f

Agreement or the Act, and (c) until and unless such transferee is admitted as a Member, the
transferor shall not cease to be a Member of the Company and shall continue to be a Member until
such time as the transferee is admitted as a Member under this Agreement.
Section 9.6 Right of First Refusal. Except for Transfers permitted by Section 9.2, each
time a Member proposes to Transfer all or any part of its, his or her Interest, such Member shall
first offer such Interest to the Manager:
(a) Such Member shall deliver a written notice to the Manager stating (i) such
Member's bona fide intention to Transfer such Interest, (ii) the name and address of the
proposed transferee, (iii) the Interest to be Transferred, and (iv) the purchase price and
terms of payment for which the Member proposes to Transfer such Interest.
(b) Within ten (10) days after receipt of the notice described in Section a), the
Manager shall notify the transferring Member in writing of Manager's desire to purchase
a portion of the Interest being so Transferred. The purchase price and terms shall be on the
same terms as outlined in the written notice made pursuant to Section 9.6 (a). The failure
of the Manager to submit a notice within the applicable period shall constitute an election
on the part of the Manager not to purchase any of the Interest which may be so Transferred.
(c) If the Manager elects not to purchase all of the Interest designated in such
notice, then the transferring Member may Transfer the Interest described in the notice to
the proposed transferee, providing such Transfer (i) is completed within thirty (30) days
after the expiration of the Manager's right to purchase such Interest, (ii) is made at the price
and terns designated in such notice, and (iii) the requirements hereof relating to consent
of Members, securities and tax requirements are met. If such Interest is not so Transferred,
the transferring Member must give notice in accordance with this Section prior to any other
or subsequent Transfer of such Interest.
Section 9.7 Fair Market Value Procedures. The fair market value of the Interest shall
be determined by either:
(a) the Interest's fair market value as agreed upon by the transferring and
acquiring Party; or
(b) if the transferring and acquiring Party cannot agree on the fair market value,
each party, at their own expense, shall select a business valuation appraiser and the average
valuation shall be used, subject to Section 9.7 (c).
(c) in the event that either Party is not satisfied with the average valuation
obtained pursuant to Section 9.7 (b), then the two selected business valuation appraisers
shall select a third independent business valuation appraiser who shall determine the fair
market value of the Interest. The appraisal cost of the third independent business valuation
appraiser shall be paid equally by the Parties.
ARTICLE 10
BOOKS AND RECORDS; RESERVES
Section 10.1 On reasonable notice, a member may inspect and copy during regular
29

business hours, at a reasonable location specified by the Company, any record maintained by the
Company regarding the Company's activities, financial condition and other circumstances, to the
extent the information is material to the member's rights and duties under the operating agreement
or this chapter;
Section 10.2. The Company shall furnish to each member:
(a) On reasonable notice, any information concerning the Company's activities,
financial condition and other circumstances which the Company knows and is material to
the proper exercise of the member's rights and duties under the operating agreement or this
chapter, except to the extent the Company can establish that it reasonably believes the
member already knows the information;
(b) On reasonable notice, any other information concerning the Company's
activities, financial condition and other circumstances, except to the extent the demand or
information demanded is unreasonable or otherwise improper under the circumstances.
Section 10.3 During regular business hours and at a reasonable location specified by the
Company, a member may obtain from the Company and inspect and copy full information
regarding the activities, financial condition and other circumstances of the company as is just and
reasonable if:
(a) The member seeks the information for a purpose material to the member's
interest as a member;
(b) The member makes a demand in a record received by the company,
describing with reasonable particularity the information sought and the purpose for seeking
the information; and
(c) The information sought is directly connected to the member's purpose.
Section 10.4 Reserves. The Managers shall establish reserves by deducting from income
such amounts as it shall deem advisable.
Section 10.5 Filings. The Manager, at the Company's expense, shall cause the income
tax returns for the Company to be prepared and timely filed with the appropriate authorities. The
Manager, at the Company's expense, shall also cause to be prepared and timely filed, with
appropriate federal and state regulatory and administrative bodies, amendments to or restatements
of, the Articles of Organization and all reports required to be filed by the Company with those
entities under the Act or other then -current applicable laws, rules and regulations. If a Manager is
required by the Act to execute or file any document fails, after demand, to do so within a reasonable
period of time or refuses to do so, any other Manager or Member may prepare, execute and file
that document with the North Carolina Secretary of State.
Section 10.6 Bank Accounts. The Managers shall maintain the funds of the Company in
one or more separate bank accounts in the name of the Company, and shall not permit the funds
of the Company to be commingled in any fashion with the funds of any other Person.
30

ARTICLE 11
TERMINATION
Section 11.1 Dissolution. Subject to the provisions of the Act, this Agreement
(including the limitations set forth in Section 2.4) or the Articles of Organization, the Company
shall be dissolved, and its affairs wound up upon the first to occur of the following:
1 1.1.1 Upon the sale of all or substantially all of the assets of the Company and the
receipt of all consideration therefore; or
1 1.1.2 The entry of a decree of judicial dissolution.
Section 11.2 Distributions Upon Liquidation.
11.2.1 Upon the occurrence of any event specified in Section 11.1, the Members
will take full account of the Company's liabilities and assets, and the Company's assets will be
liquidated as promptly as is consistent with obtaining the fair value thereof. The proceeds from
the liquidation of the Company's assets will be applied and distributed in the following order:
(i) First, to creditors in the payment and discharge of all of the
Company's Debts and other Liabilities (whether by payment or the making of reasonable provision
for payment thereof to the extent required by Section 18-804 of the Act), including any Member
Loans, other than Liabilities for Distributions to Members under Section 18-601 or 18-604 of the
Act;
(ii) Second, in accordance to the profit and loss Allocations as found in
Section 7.1.1
ARTICLE 12
INDEMNIFICATION AND INSURANCE
Section 12.1 Indemnification. Neither the Manager, nor their shareholders, officers,
directors, employees or agents, shall have any liability whatsoever to the Company or to any
Member for any loss suffered by the Company or any Member which arises out of any action or
inaction of the Manager or any of their shareholders, officers, directors, employees or agents, so
long as the Manager or such other Persons, in good faith, determined that such course of conduct
was in the best interests of the Company and did not constitute fraud, bad faith or willful
misconduct. The Manager and its shareholders, officers, directors, employees and agents and the
employees and agents of the Company shall be entitled to be indemnified and held harmless by
the Company, at the expense of the Company, against any loss, expense, claim or liability
(including reasonable attorneys' fees, which shall be paid as incurred) resulting from the assertion
of any claim or legal proceeding relating to the performance or nonperformance of any act
concerning the activities of the Company, including claims or legal proceedings brought by a third -
party or by Members, on their own behalf or as a Company derivative suit, so long as the party to
be indemnified determined in good faith that such course was in the best interests of the Company
and did not constitute fraud, bad faith or willful misconduct; provided, that any such indemnity
shall be paid solely from the assets of the Company.
31

Section 12.2 Insurance. Nothing herein shall prohibit the Company from paying in
whole or in part the premiums or other charge for any type of indemnity insurance in which the
Manager or other agents or employees of the Manager or the Company are indemnified or insured
against liability or loss arising out of their actual or asserted misfeasance or nonfeasance in the
performance of their duties or out of any actual or asserted wrongful act against, or by, the
Company including, but not limited to, judgments, fines, settlements and expenses incurred in the
defense of actions, proceedings and appeals therefrom.
ARTICLE 13
INVESTMENT REPRESENTATIONS; PRIVATE OFFERING EXEMPTION
Each Member, by such Member's execution of this Agreement, hereby represents and
warrants to, and agrees with, the Manager, the other Members and the Company as follows:
Section 13.1 Investment Intent. Such Member is acquiring the Interest in investment
purposes for such Member's own account only and not with a view to or for sale in connection
with any distribution of all or any part of the Interest.
Section 13.2 Economic Risk. Such Member is financially able to bear the economic risk
of such Member's investment in the Company, including the total loss thereof.
Section 13.3 No Registration of Units. Such Member acknowledges that the Interests
have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or
qualified under any state securities law or under the laws of any other jurisdiction, in reliance, in
part, on such Member's representations, warranties and agreements herein.
Section 13.4 No Obligation to Register. Such Member represents, warrants and agrees
that the Company and the Manager is under no obligation to register or qualify the Interests under
the Securities Act or under any state securities law or under the laws of any other jurisdiction, or
to assist such Member in complying with any exemption from registration and qualification.
Section 13.5 No Disposition in Violation of Law. Without limiting the representations
set forth above, and without limiting Article 9 of this Agreement, such Member will not make any
disposition of all or any part of the Interests which will result in the violation by such Member or
by the Company of the Securities Act or any other applicable securities laws. Without limiting the
foregoing, each Member agrees not to make any disposition of all or any part of the Interests unless
and until:
13.5.1 there is then in effect a registration statement under the Securities Act
covering such proposed disposition and such disposition is made in accordance with such
registration statement and any applicable requirements of state securities laws; or
13.5.2 such Member has notified the Company of the proposed disposition and has
furnished the Company with a detailed statement of the circumstances surrounding the
proposed disposition, and if reasonably requested by the Manager, such Member has
furnished the Company with a written opinion of legal counsel, reasonably satisfactory to
the Company, that such disposition will not require registration of any securities under the
32

Securities Act or the consent of or a permit from appropriate authorities under any
applicable state securities law or under the laws of any other jurisdiction.
Section 13.6 Financial Estimate and Projections. That it understands that all
projections and financial or other materials which it may have been furnished are not based on
historical operating results, because no reliable results exist, and are based only upon estimates
and assumptions which are subject to future conditions and events which are unpredictable and
which may not be relied upon in making an investment decision.
ARTICLE 14
DEFAULTS AND REMEDIES
Section 14.1 Defaults. If a Member materially defaults in the performance of his or its
obligations under this Agreement, and such default is not cured within ten (10) business days after
written notice of such default is given by a Manager to the defaulting Member for a default that
can be cured by the payment of money, or within thirty (30) calendar days after written notice of
such default is given by a Manager to the defaulting Member for any other default, then the non -
defaulting Members shall have the rights and remedies described in Section 14.2 hereunder in
respect of the default.
Section 14.2 Remedies. If a Member fails to perform his or its obligations under this
Agreement, the Company and the non -defaulting Members shall have the right, in addition to all
other rights and remedies provided herein, on behalf of himself or itself, the Company or the
Members, to bring the matter to arbitration pursuant to Section 15.8. The award of the arbitrator
in such a proceeding may include, without limitation, an order for specific performance by the
defaulting Member of his or its obligations under this Agreement, or an award for damages for
payment of sums due to the Company or to a Member.
ARTICLE 15
MISCELLANEOUS
Section 15.1 Entire Agreement. This Agreement, and the exhibits hereto, constitute the
entire agreement among the Manager, in its capacity as Manager only, and the Members with
respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements,
representations, and understandings of the parties. No party hereto shall be liable or bound to the
other in any manner by any warranties, representations or covenants with respect to the subject
matter hereof except as specifically set forth herein.
Section 15.2 Further Assurances. Each Manager and Member agrees to execute,
acknowledge, deliver, file, record and publish such further certificates, amendments to certificates,
instruments and documents, and do all such other acts and things as may be required by law, or as
may be required to carry out the intent and purposes of this Agreement.
Section 15.3 No Waiver. No consent or waiver, express or implied, by the Company or
a Member to or of any breach or default by the Manager or any Member in the performance by the
Manager or such Member of his, her or its obligations under this Agreement shall constitute a
consent to or waiver of any similar breach or default by that or any other Manager or Member.
Failure by the Company or a Member to complain of any act or omission to act by the Manager or
33

any Member, or to declare such Manager or Member in default, irrespective of how long such
failure continues, shall not constitute a waiver by the Company or such Member of his, her or its
rights under this Agreement.
Section 15.4 Third Parties. Nothing in this Agreement, express or implied, is intended
to confer upon any party, other than the parties hereto, and their respective successors and
permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided herein.
Section 15.5 Severability. If one or more provisions of this Agreement are held by a
proper court to be unenforceable under applicable law, portions of such provisions, or such
provisions in their entirety, to the extent necessary and permitted by law, shall be severed herefrom,
and the balance of this Agreement shall be enforceable in accordance with its terms.
Section 15.6 Governing Law. This Agreement shall be governed by and construed under
the substantive laws of the State of North Carolina, and in particular, to the extent applicable,
Brunswick County. This Agreement, however, may alter or reduce the rights a Member would
have under the Act. In all instances in which such is lawful, the provisions of this agreement will
control.
Section 15.7 Disuute Resolution. In the event of any dispute or disagreement between
the parties hereto as to the interpretation of any provision of this Agreement (or the performance
of obligations hereunder), the matter, upon written request of any party, shall be referred to
representatives of the parties for decision. The representatives shall promptly meet, in good faith,
with the assistance of a third -party mediator who has previously practice law as a litigator. If the
representatives do not agree upon a decision within thirty (30) calendar days after reference of the
matter to the mediator, any controversy, dispute or claim arising out of or relating in any way to
this Agreement or the transactions arising hereunder shall be settled exclusively by arbitration in
Leland, North Carolina. Such arbitration shall be administered by JAMS in accordance with its
then prevailing expedited rules, by one independent and impartial arbitrator selected in accordance
with such rules. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §
I et seq. The fees and expenses of JAMS and the arbitrator shall be shared equally by the parties
to the dispute and advanced by them from time to time as required; provided that at the conclusion
of the arbitration, the arbitrator shall award costs and expenses (including the costs of the
arbitration previously advanced and the reasonable fees and expenses of attorneys, accountants
and other experts) to the prevailing party, so long as the prevailing party had previously engaged
in good faith mediation. Failure of a party to act in good faith during the mediation process shall
prohibit the prevailing party to recover any cost of the arbitration and attorney and accounting fees.
No pre -arbitration discovery shall be permitted, except that the arbitrator shall have the power in
his sole discretion, on application by any party, to order pre -arbitration examination solely of those
witnesses and documents that any other party intends to introduce in its case -in -chief at the
arbitration hearing. The parties shall instruct the arbitrator to render such arbitrator's award within
thirty (30) calendar days following the conclusion of the arbitration hearing. The arbitrator shall
not be empowered to award to any party any damages of the type not permitted to be recovered
under this Agreement in connection with any dispute between or among the parties arising out of
or relating in any way to this Agreement or the transactions arising hereunder, and each party
hereby irrevocably waives any right to recover such damages. Notwithstanding anything to the
34

contrary provided in this Section 15.8 and without prejudice to the above procedures, any party
may apply to any court of competent jurisdiction for temporary injunctive or other provisional
judicial relief if such action is necessary to avoid irreparable damage or to preserve the status quo
until such time as the arbitrator is selected and available to hear such parry's request for temporary
relief. The award rendered by the arbitrator shall be final and not subject to judicial review and
judgment thereon may be entered in any court of competent jurisdiction. The decision of the
arbitrator shall be in writing and shall set forth findings of fact and conclusions of law.
Section 15.8 Notices. Unless otherwise provided in this Agreement, any notice or other
communication herein required or permitted to be given shall be in writing and shall be given by
electronic communication, hand delivery, registered or certified mail, with proper postage prepaid,
return receipt requested, or courier service regularly providing proof of delivery, addressed to the
party hereto as provided as follows:
15.8.1 all communications intended for the Company shall be sent to its principal
executive office to the attention of the Manager;
15.8.2 all communications intended for a Member shall be sent to the address of
such Member set forth in Exhibit "I" to this Agreement, or such other address as such
Member shall have provided to the Company for such purpose by notice served in
accordance with this Section 15.9; and
15.8.3 all communications intended for the Manager shall be sent to the address of
the Manager set forth in Exhibit "3" to this Agreement, or such other address as the
Manager shall have provided to the Members for such purpose by notice served in
accordance with this Section 15.9.
All notices shall be sent as aforesaid or at any other address of which any of the foregoing
shall have notified the others in any manner prescribed in this Section 15.9. For all purposes of
this Agreement, a notice or communication will be deemed effective:
(a) if delivered by hand or sent by courier, on the day it is delivered
unless that day is not a day upon which commercial banks are open for business in
the city specified (a "Local Business Day") in the address for notice provided by
the recipient, or if delivered after the close of business on a Local Business Day,
then on the next succeeding Local Business Day;
(b) if sent by facsimile transmission, on the date transmitted, provided
oral or written confirmation of receipt is obtained by the sender, unless the
transmission and confirmation date is not a Local Business Day, in which case on
the next succeeding Local Business Day; and
(c) if sent by registered or certified mail, on the fifth (5") Local
Business Day after the date of mailing.
Section 15.9 Titles and Subtitles. The titles of the sections and paragraphs of this
Agreement are for convenience only and are not to be considered in construing this Agreement.
35

Section 15.10 Currency. Unless otherwise specified, all currency amounts in this
Agreement refer to the lawful currency of the United States of America.
Section 15.11 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument, and facsimile signatures shall be deemed originals.
Section 15.12 Preparation of Agreement. This Agreement has been prepared by
Premier Law Group (the "Law Firm"), counsel for the Company and the Manager in the course of
its representation, and:
The Members have been advised by the Law Firm that a conflict of interest exists
among the Members' individual interests; and
ii. The Members have been advised by the Law Firm to seek the advice of independent
counsel; and
iii. The Members have been represented by independent counsel or have had the
opportunity to seek such representation; and
iv. The Law Firm has not given any advice or made any representations to the members
with respect to the tax consequences of this agreement; and
The Members have been advised that the terms and provisions of this Agreement
may have tax consequences and the Members have been advised by the Law Firm
to seek independent counsel with respect thereto; and
vi. The Members have been represented by independent counsel or have had the
opportunity to seek such representation with respect to the tax consequences of this
Agreement.
[SIGNATURE PAGE FOLLOWS]
36

[SIGNATURE PAGE FOR INDIVIDUALS ONLY]
IN WITNESS WHEREOF, the Company's Manager and the Member hereby execute this
Operating Agreement as of the date first above written.
CLASS A MEMBER . MANAGER
Name:
CLASS B MEMBER
Name:
Mesos Capital, LLC
a Wyoming limited liability company
Rajan Gupta, Co -Manager
Pancham Gupta, Co -Manager
IHM Investments GP, LLC
a Texas limited liability company
By:
Igbal Mutabanna, Manager
Zenith Capital, LLC
a Nevada limited liability company
By:
Gurwinder Singh, Manager
{Member Signature Page(s) continue on following page}
37

[SIGNATURE PAGE FOR ENTITIES ONLY]
IN WITNESS WHEREOF, the Company's Manager and the Member hereby execute this
Operating Agreement as of the date first above written.
CLASS A MEMBER MANAGER
Entity:
By:
Its:
Signature:
CLASS B MEMBER
Entity:
By:
Its:
Signature:
Mesos Capital, LLC
a Wyoming limited liability company
an
I�
Rajan Gupta, Co -Manager
Pancham Gupta, Co -Manager
IHM Investments GP, LLC
a Texas limited liability company
Igbal Mutabanna, Manager
Zenith Capital, LLC
a Nevada limited liability company
By:
Gurwinder Singh, Manager
tMember Signature Page(s) continue on following page}
M

[SIGNATURE PAGE FOR IRAs ONLY]
IN WITNESS WHEREOF, the Company's Manager and the Member hereby execute this
Operating Agreement as of the date first above written.
CLASS A MEMBER MANAGER
IRA: Mesos Capital, LLC
FBO a Wyoming limited liability company
By:
Its: Custodian
Signature:
CLASS B MEMBER
M
By:
Its: Custodian
Signature:
U3
Rajan Gupta, Co -Manager
By:
Pancham Gupta, Co -Manager
IHM Investments GP, LLC
a Texas limited liability company
By:
Igbal Mutabanna, Manager
Zenith Capital, LLC
a Nevada limited liability company
By:
Gurwinder Singh, Manager
{Member Signature Page(s) continue on following page}
39

[SIGNATURE PAGE FOR TRUSTS ONLY]
IN WITNESS WHEREOF, the Company's Manager and the Member hereby execute this
Operating Agreement as of the date first above written.
CLASS A MEMBER MANAGER
Trust:
By:
By:
Its: Trustee(s)
Signature:
Signature:
Mesos Capital,.LLC::)
a Wyoming limited liability company
10
Rajan Gupta, Co -Manager
Tdh-cham-Gupta-Co=Manager
IHM Investments GP, LLC
CLASS B MEMBER a Texas limited liability company
Trust:
By:
By:
Its: Trustee(s)
By:
Igbal Mutabanna, Manager
Zenith Capital, LLC
a Nevada limited liability company
By:
Gurwinder Singh, Manager
I Sponsor Affiliate Signature Page(s) continue on following page}
IT

Docu3ign Envelope ID: D97FCB7A-FA9C-458B-8D57-E9C18E340621
CLASS C MEMBERS
Cassandra Holdings, LLC
a Wyoming limited liability company
Y�DecuSign" by:
RaSe�� m Manager
(�Docusigned by: nn
B Y YI.VV�AAJ+
Pa 8iaa^apt,+Co-Manager
IHM Investments GP, LLC
a Texas limited liability company
Ducu Signed by:
By: >-20�--/ h4�aa, a
igbal MultabanfwManager
41
Zenith Capital, LLC
a Nevada limited liability company
DocuSigned br
By: 6'ara V k�r St"AL
Gurw i ,4Manager

EXHIBIT "I"
Names, Addresses and Capita[ Contributions of Members
Class A Members
Name
Address
Capital
Contribution
Percent
Ownership
Class B Members
Capital Perccnt
Name Address Contribution Ownership
42

Class C Members
Percent of
Class C
Capital
Membership
Name
Address
Contribution
Interests
Cassandra Holdings,
471 N Broadway, #351
Services
LLC
Jericho, New York 11753
Zenith Capital, LLC
185 West John Street,
Services
#477
Hicksville, New York
11801
IHM Investments GP,
2220 Coit Road, Suite
Services
LLC
480-214
Plano Texas 75075
43

EXHIBIT "2"
Percentage Interests
Name of Member Percentage Interest
Class A and B Members The Percentage Interest of the Class A and
Class B Members shall be 70%
Class C Members The Percentage Interest of the Class C
Members shall be 30%

EXHIBIT "3"
Initial Managers
Name
Mesos Capital, LLC
Zenith Capital, LLC
IHM Investments GP, LLC
Address
471 N Broadway, #351
Jericho, New York 11753
2220 Coit Road, Suite 480-214
Plano, Texas 75075

EXHIBIT "4"
Preferred Allocations and Distributions
Allocations and Distributions From Operations
First, one hundred percent (100%) of Net Cash Flow shall be paid to Class A Members
until their respective 8% Preferred Returns have been received.
Second, one hundred percent (100%) of any remaining Net Cash Flow shall be paid to
Class B Members until they have received their respective 7% Preferred Returns.
Third, any remaining Net Cash Flow, if any, shall be distributed seventy percent (70%) to
the Class B Members and thirty percent (30%) to the Class C Members.
Allocations and Distributions From Capital Transaction Event
Net Capital Proceeds from a Capital Transaction Event shall be allocated and distributed
as follows:
First, to the extent available Class A Members shall receive 100% of the Net Capital
Proceeds until all of their accrued, but unpaid Preferred Return is paid.
Second, Class A Members are entitled to a priority return of their Unrecovered Capital
Contributions such that they shall receive 100% of the Net Capital Proceeds until Unrecovered
Capital Contributions have been reduced to zero.
Third, to the extent available Class B Members shall receive 100% of the Net Capital
Proceeds until all of their accrued, but unpaid Preferred Return is paid.
Fourth, any remaining Net Capital Proceeds, if any, shall be distributed to the Class B
Members until their Unrecovered Capital Contributions have been reduced to zero.
Fifth, Class C Members shall receive all remaining Net Capital Proceeds, if any, pursuant
to the Class C Deficit.
Sixth, all remaining Net Capital Proceeds, if any, shall be split seventy percent (70%) to
the Class B Members and thirty percent (30%) to the Class C Members until such time as Class B
Members have received an IRR of 13%.
Seventh, after the Class B Members have received an IRR of 13%, all remaining Net
Capital Proceeds, if any, shall be split equally between the Class B Members and the Class C
Members, until such time as Class B Members have received an IRR of 22%.
Finally, after the Class B Members have received an IRR of 22%, all remaining Net Capital
Proceeds, if any, shall be split 47.5% to Class B Members, 47.5% to the Class C Members, and
5% to Class A Members.

MAR 0 1 2021'
nv.
ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (this
"Assignment") is executed as of this 1511 day of January, 2021, by and between MESOS
CAPITAL, LLC, a Wyoming limited liability company ("Assignor") and PVO LELAND, LLC,
a North Carolinaalimited liability company ("Assignee"), for the uses and purposes mentioned
below, and shall be binding upon the parties, and their successors and assigns.
BACKGROUND STATEMENT
A. Assignor, as Buyer, entered into that certain Purchase and Sale Agreement with Park at
Village Oaks, LLC, as seller, with an Effective Date of November 6, 2020 (as amended, the
"Agreement"), relating to the purchase and sale of that certain real property commonly known as
"Parks at Village Oaks Apartments" ("Property"), in Brunswick County, North Carolina, which
Property is more particularly described in the Agreement.
B. Assignor desires to assign and Assignee desires to assume all of Assignor's right, title and
obligations under the Agreement. Assignee is permitted assignee under the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is
hereby acknowledge, the parties hereby agree as follows:
1.0 Assignor hereby assigns, transfers, and sets over unto Assignee all of Assignor's rights,
interests, and obligations under the Agreement, and Assignee hereby accepts and assumes to the
same. To the extent, but only to the extent, that the Agreement provides that upon the foregoing
assignment Assignor is to be jointly and severally liable with Assignee for the performance of the
Agreement, Assignor and Assignee shall be jointly and severally liable for the performance of the
Agreement. Assignee covenants with Assignor to fully and faithfully perform hereafter each and
all of the obligations of the Purchaser under the Agreement.
2.0 The above preamble and Background Statement are incorporated herein by this reference.
This Assignment may be executed as one instrument or in counterparts, the aggregate of which
shall constitute an integrated, fully executed version hereof. This Assignment may be executed by
way of facsimile or like method of electronically reproduced signature (e.g. delivery of an executed
.pdf), which signature hereon shall have the same force and effect as an original.
WHEREFORE, the parties execute this Assignment as of the date appearing above.
ASSIGNOR:
MESOS CAPITAL, LLC
a Wyoming limited liability company
BY: !
P n ham Gupta, Managing Member
ASSIGNEE:
PVO LELAND, LLC
a North Carolina limited liability company
BY: Mesos Capital, LLC, a Wyoming
limited liability company, its/a
Manager
BY:
P ham apta, Manager

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MAR 0 1 2021
BY: ----
UNANIMOUS WRITTEN CONSENT OF MANAGERS TO ACTION WITHOUT A MEETING
The undersigned, being all of the Managers of PVO LELAND, LLC, a North Carolina limited
liability company (the "Company"), do hereby waive any and all requirements for the holding of a
meeting of the Managers of the Company and, pursuant to the Company's operating agreement (as
amended, the "Operating Agreement"), and the North Carolina Limited Liability Company Act, as
amended (the "Act"), hereby unanimously take the following actions and adopt the following resolutions
by signing their written consent hereto (the "Consent"):
BACKGROUND STATEMENT
A. The undersigned are the sole managers of the Company as of the date hereof ("Managers");
pursuant to its Articles of Organization and Operating Agreement, the Company is a manager managed
limited liability company organized and existing under the laws of the State of North Carolina.
Capitalized terms used herein and not defined herein have the meanings given such terms by the
Operating Agreement.
B. Mesos Capital, LLC, as purchaser, entered into that certain Purchase and Sale Agreement with
Park at Village Oaks, LLC, as seller, with an Effective Date of November 6, 2020 (as amended, the
"Agreement"), relating to the purchase and sale of that certain real property commonly known as "Parks
at Village Oaks Apartments" ("Property"), in Brunswick County, North Carolina, which Property is more
particularly described in the Agreement. Mesos Capital, LLC subsequently assigned its rights and
interests under the Agreement to the Company, and the Company assumed the same.
C. The Company intends to enter into a certain loan transaction with Walker & Dunlop, LLC (with
any of its successors in interest to the Loan, collectively, "Lender") in the original principal amount of
$13,987,000.00 (the "Loan"), which Loan is to be secured by a first lien deed of trust and assignment of
leases and rents upon the Property (the "Security Instrument"). The Security Instrument and all other
documents executed by the Company in favor of, or for the benefit of, Lender in connection with the
Loan are referred to herein, collectively, as the "Loan Documents."
D. The Company now wishes to acquire the Property pursuant to the Agreement and the close the
Loan with Lender, and the Managers, pursuant to Article 4 of the Operating Agreement, now wish to
authorize the same, and certain acts incidental thereto.
NOW, THEREFORE, BE IT RESOLVED as follows:
RESOLVED, that the Company acquire the Property pursuant to the Agreement and execute and
deliver such documents as are required or desirable in order to acquire the Property pursuant to the
Agreement (collectively, the "Closing Documents"); and
FURTHER RESOLVED, that the Company close the Loan with Lender and execute and deliver
each of the Loan Documents unto Lender in such forth as is required by Lender; and
FURTHER RESOLVED, that Pancham Gupta ("Authorized Signatory"), be authorized, and he is
hereby so authorized, to execute for and on behalf of the Company in such capacity (and to bind the
Company with respect thereto), alone, and without the joinder of any Manager or other person, the
Closing Documents and Loan Documents, with said Authorized Signatory's execution of the same, in the
capacity aforesaid, being conclusive evidence of the same being authorized hereby and being binding
upon the Company; and

FURTHER RESOLVED, that the Managers ratify, and they do hereby so ratify, all prior acts
taken by the Managers, and any of them, in furtherance of the acquisition of the Property and closing of
the Loan; and,
IT IS CERTIFIED to Lender, the Company and to Chicago Title Insurance Company by each
natural person executing this instrument on behalf of a Manager that such person has the authority to
execute and bind such Manager hereto.
We hereby consent that this document be filed with the minutes of the Company and that the
actions set forth in the foregoing preamble and resolutions shall have the same force and effect as if taken
at a duly constituted meeting of the Managers of the Company. This instrument may be executed in one
or more counterparts, each of which shall be deemed an original, and which together shall constitute one
instrument. This instrument may be executed via facsimile or other method of electronically reproduced
signature, which shall have the same force and effect as an original signature hereon. The undersigned
certify the accuracy of the above Background Statement to Chicago Title Insurance Company and such
party entitled to rely hereon.
WITNESS our hand and seal as of the 161h day of January, 2021.
MANAGERS:
Mesas Capital, LLC
a Wy g limited liability company
By:
Rajan Gupta, C anager
Bv:
Pancham Gupta, Co -Manager
HIM Investments GP, LLC
a Texas limited liability company
Igbal Mutabanna, Manager
Zenith Capital, LLC
a Nevada limited liability company
Gurwinder Singh, Manager
Page 2 of 2

FURTHER RESOLVED, that the Managers ratify, and they do hereby so ratify, all prior acts
taken by the Managers, and any of them, in furtherance of the acquisition of the Property and closing of
the Loan; and,
IT IS CERTIFIED to Lender, the Company and to Chicago Title Insurance Company by each
natural person executing this instrument on behalf of a Manager that such person has the authority to
execute and bind such Manager hereto.
We hereby consent that this document be filed with the minutes of the Company and that the
actions set forth in the foregoing preamble and resolutions shall have the same force and effect as if taken
at a duly constituted meeting of the Managers of the Company. This instrument may be executed in one
or more counterparts, each of which shall be deemed an original, and which together shall constitute one
instrument. This instrument may be executed via facsimile or other method of electronically reproduced
signature, which shall have the same force and effect as an original signature hereon. The undersigned
certify the accuracy of the above Background Statement to Chicago 'Title Insurance Company and such
party entitled to rely hereon.
WITNESS our hand and seal as of the 16°i day of January, 2021.
MANAGERS:
Mesos Capital, LLC
a Wyoming limited liability company
By:
Rajan Gupta, Co -Manager
v ` v
By
Pa cha ;upta, Co -Manager
IHM Investments GP, LLC
a Texas limited liability company
By:
Igbal Mutabanna, Manager
Zenith Capital, LLC
a Nevada limited liability company
By:
Gurwinder Singh, Manager
Page 2 of 2

FURT•I IER RESOLVED, that the Managers ratify, and tile)- do hereby so ratify, all prior acts
taken by the i,lanagers, and any of them, in furtherance of the acquisition of the Property and closing of
the Loan; and,
IT IS CERTIFIED to Lender, the Company and to Chicago Title Insurance Company by each
natural person executing this instrument on behalf of a Manager that such person has the authority to
execute and bind such Manager hereto.
We herebv consent that this document be filed with the minutes of the Company and that the
actions set forth in the foregoing preamble and resolutions shall have the same force and effect as if taken
at a duly constituted meeting of the Managers of the Company. This instrument may be executed in one
or more counterparts, each of which shall be deemed an oricinal.. and which together shall constitute one
instrument. This instrument may be executed via facsimile or other method of electronically reproduced
sienature. which shall have the same force and effect as an original signature hereon. The undersigned
certify the accuracy of the above Background Statement to Chicago Title Insurance Company and such
pang entitled to rely hereon.
WITNESS our hand and seal as of the 16h day of January, 2021.
MA\AG ERS:
Mesos Capital, LLC
a Wyoming limited liability compan}'
By:
Rajan Gupta. Co -Manager
By:
Pancham Gupta. Co -Manager
HIM Ins'estments CP. LLC
a "Texas limited liability company
Bv:
bal Matabannu. M• mgcr
Zenith Capital. LLC
a Nevada limited liability company
By:
Gunvinder Sineh, Manager
Paee 2 of 2

FURTHER RESOLVED, that the Managers ratify, and they do hereby so ratify, all prior acts
taken by the Managers, and any of them, in furtherance of' the acquisition of the Property and closing of
the Loan; and,
IT IS CERTIFIED to Lender, the Company and to Chicago Title Insurance Company by each
natural person executing this instrument on behalf of a Manager that such person has the authority to
execute and bind such Manager hereto.
We hereby consent that this document be filed with the minutes of the Company and that the
actions set forth in the foregoing preamble and resolutions shall have the same force and effect as if taken
at a duly constituted meeting of the Managers of the Company. This instrument may be executed in one
or more counterparts, each of which shall be deemed an original, and which together shall constitute one
instrument. This instrument may be executed via facsimile or other method of electronically reproduced
signature, which shall have the same force and effect as an original signature hereon. The undersigned
certify the accuracy of the above Background Statement to Chicago Title Insurance Company and such
party entitled to rely hereon.
WITNESS our hand and seal as of the I6°i day of January, 2021.
MANAGERS:
Mesas Capital, LLC
a Wyoming limited liability company
By:
Rajan Gupta, Co -Manager
By:
Pancham Gupta, Co -Manager
IHM Investments GP, LLC
a Texas limited liability company
By:
Igbal Mutabanna, Manager
Zenith Capital, LLC
a Nevada) limited
�liability company
By: Gju" ' r
Gurwinder Singh, Manager
Page 2 of 2

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