SW3191101_Joint Written Consent_20231122

JOINT WRITTEN CONSENT OF
THE MANAGERS AND THE MEMBERS OF
DENVER SI,LLC
October 26,2022sdr � SF.
The undersigned,constituting all of the Managers(the"Managers")and all of the Members (the
"Members") of Denver-SI, LLC, an Indiana limited liability company (the "Company"), acting by
unanimous written consent in accordance with the Company's organizational documents and the Indiana
Business Flexibility Act,hereby consent to the adoption of and adopt the following resolutions and direct
that this Written Consent be filed with the minutes of the Company:
Ratification of Organizational Documents
WHEREAS,the Managers and the Members desire and believe that it is in the best interest of the
Company to approve and ratify the Articles of Organization of the Company as filed with the Secretary of
State of Indiana and attached hereto as Exhibit A(as amended,collectively the "Articles"), and approve
and ratify the Operating Agreement of the Company as executed by the Company and the Members
attached hereto as Exhibit B(the"Operating Agreement").
RESOLVED, that the Managers and the Members hereby authorize, approve and ratify the
execution,filing and adoption of the Articles and the execution and adoption of the Operating Agieerneirt.
Approval of Property Acquisition and Financing and Management Arrangements
WHEREAS,the Company desires to purchase real estate located in Lincoln County,State of North
Carolina with an address of 307 North Pilot Knob Road,Denver,North Carolina 28037, and commonly
known as"Avril Cambridge Apartments"(the"Property"),pursuant to the terms of that certain Purchase
and Sale Agreement, by and between Cambridge Commons Holdings, LLC, a Delaware limited liability
company,and Village Capital Corporation,an Indiana corporation("VCC"),dated September 26,2022,as
assigned from VCC to the Company(collectively,the"Purchase Agreement"),a form of which is attached
hereto as Exhibit C,for a purchase price of Sixty-Nine Million and No/100 Dollars($69,000,000.00)(the
"Purchase");
WHEREAS, in connection with the Purchase, the Company desires to reimburse VCC for its
earnest money VCC deposited pursuant to the Purchase Agreement, totaling One Million Two Hundred
Thousand and No/100 Dollars($1,200,000.00)(the"Earnest Money Reimbursement");
WHEREAS,the Company desires to finance the acquisition and renovation of the Property(the
"Loan Financing")by and through(i) a first loan from United Fidelity Bank,fsb,a federal savings bank
("UFB"), in the maximum principal amount of Fifty-Three Million Six Hundred Ninety Thousand and
No/l 00 Dollars($53,690,000.00)(the"Senior Loan"),which Senior Loan will be secured by,among other
things,that certain Senior Deed of Trust, Assignment of Leases and Rents, Security Agreement, Fixture
Filing and Financing Statement(the"Senior Mortgage"),and(ii)a second loan from UFB in the principal
amount of Ten Million Three Hundred Three Thousand Fifteen and No/100 Dollars($10,303,015.00)(the
"Subordinate Loan"and,together with the Senior Loan shall hereinafter be collectively referred to as the
"Loans"),which Subordinate Loan wiU be secured by,among other things,that certain Subordinate Deed
of Trust, Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement
(the "Subordinate Mortgage" and, together with the Senior Mortgage shall hereinafter be collectively
referred to as the"Mortgages");

WHEREAS,the Company desires to engage Pedcor Homes Corporation,an Indiana corporation
("Pedcor Homes"), and Pedcor Investments,A Limited Liability Company, a Wyoming limited liability
company ("PILLC"), pursuant to that certain Management and Accounting Services Agreement (the
"Services Agreement")for the purpose of general management and accounting of the Property,and engage
Pedcor Homes to manage the rehabilitation and improvement of the Property pursuant to that certain Due
Diligence Research and Rehabilitation Management Fee Agreement (the "Rehab Agreement" and,
together with the Services Agreement shall hereinafter be collectively referred to as the "Management
Agreements"), and in consideration therefor Pedcor Homes shall receive (i)a referral fee of one percent
(1%) of the Purchase Price or Six Hundred Ninety Thousand and No/100 Dollars($690,000.00)and(ii)a
rehabilitation management fee of six percent(6%)of final rehabilitation costs(the rehabilitation costs are
currently estimated to be One Million Ninety-Seven Thousand Five Hundred and No/100 Dollars
($1,097,500.00)(the"Pedcor Management Transactions");and
WHEREAS, each Manager and Member has reviewed the proposed forms of the Purchase
Agreement,the Loans,the Management Agreements.
RESOLVED,that all Managers and Members hereby authorize and approve each of the Purchase,
the Earnest Money Reimbursement, the Loan Financing, and the Pedcor Management Transactions
(including payment of fees incurred in connection therewith in any manner contemplated by these
resolutions)in all respects(collectively,the"Transactions").
RESOLVED FURTHER,that the fc;rnis of the Purchase Agreement,the Loans,the Management
Agreements are each hereby approved in the respective forms attached hereto,each with such changes in
form and substance as may be approved by any Manager,such approval to be conclusively evidenced by
the execution and delivery of such agreements by any Manager on behalf of the Company.
RESOLVED FURTHER, that each Manager of the Company be, and hereby is, authorized to
execute and deliver in the name of and on behalf of the Company:
(i) the Purchase Agreement and all other documents, instruments, certificates or
agreements as any Manager may be reasonably necessary or desirable to effectuate the
Purchase(collectively,the"Purchase Documents");
(iii) the Loans and any other documents as any Manager may deem necessary or
desirable to govern, evidence, secure,or otherwise effectuate the execution of, the Loans,
including,but not limited to, any loan agreement,participation agreement,reimbursement
agreement, promissory note, mortgage, deed of trust, deed to secure debt, security
agreement,or assignment of rents(collectively,the"Loan Documents");
(iv) the Management Agreements, and any other documents, instruments,
certificates or agreements any Manager may deem necessary or desirable to effectuate the
Pedcor Management Transactions(collectively,the"Management Documents");and
(v) all other agreements, notes, deeds of trust, mortgages, security
agreements, assignments of leases and rents, loan agreements, tax certificates, pledges
or assignments of any other collateral,indemnities,certificates,reimbursement agreements,
participation agreements,affidavits,financing statements,applications,notices and any other
instruments,agreements or certificates of anykind or nature whatsoever;
And,in each aforementioned case, upon such terms and conditions as such Manager shall in its
discretion determine to be appropriate,and the execution and delivery of any document or instrument by
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such Manager shall constitute conclusive evidence that the terms and conditions contained in said
documents or instruments have been determined to be appropriate by such Manager on behalf of the
Company, pursuant to these resolutions, and to take from time to time any other actions which such
Manager shall in its discretion determine to be appropriate to effectuate the Transactions.
Further Assurances;Miscellaneous
RESOLVED, that this written consent may be executed in the original, by facsimile or by any
generally accepted electronic means(including transmission of a pdf file containing an executed signature
page)in one or more counterparts,each of which shall be deemed to be an original,but all of which together
shall be considered one and the same instrument.
RESOLVED FURTHER, that any and all other actions heretofore taken by any Manager to
execute and deliver any of the Purchase Documents,Loan Documents,Management Documents or other
agreements,documents,instruments or certificates authorized by the foregoing resolutions,or to take any
actions deemed reasonably necessary by such person to effectuate the Transactions or is otherwise
authorized by the foregoing resolutions are hereby approved,ratified and confirmed in all respects.
RESOLVED FURTHER,that this Written Consent shall be filed in the Minute Book of the
Company and shall be effective for all purposes as of the date first set forth above.
[Signatures appear on following page]
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IN WITNESS WHEREOF, the foregoing resolutions are hereby adopted effective as of the date
first written above.
Members:
PEDCOR INVESTMENTS, A LIMITED
LIABILITY COMPANY, a Wyoming limited
liability company
By: 0,
.t F-L.rn i
Print: S� ran
Title: '
UNITED FIDELITY BANK, FSB, a federal
savings bank
Print:Mark Myrick
Title:Executive Vice President
BARRY A. SCHNAICEN13URG REVOCABLE
TRUST
By:
Print:Barry A.Schnakenburg
Title:Trustee
William P.Schnakenburg
Margaret S.Hungate

IN WITNESS WHEREOF,the foregoing resolutions are hereby adopted effective as of the date
first written above.
Members:
PEDCOR INVESTMENTS, A LIMITED
LIABILITY COMPANY, a Wyoming limited
liability company
By _ ..._ —..
Print:
Title:
UNITED FIDELITY BANK, FSB, a federal
savings bank
By: ---
Print:Mark
Title:Executiv fce President
BARRY A. SCHNAKEN13URG REVOCABLE
TRUST
By:
Print:Barry A.Schnakenburg
Title:Trustee
William P.Schnakenburg
Margaret S.Hungate
f

IN WYIMSS WHEREOF,the foregoing resolutions are hereby adopted effective as of the date
first written above.
Members:
PEDCOR INVESTMENTS, A LIMITED
LIABILITY COMPANY, a Wyoming limited
liability company
By.
Print:
Title:
UNITED FIDELITY BANK, FSB, a federal
savings bank
By:
Print:Mark Myrick
Title:Executive Vice President
BARRY A. SCHNAKENBURG REVOCABLE
TRUST
By: `—
Print:Barry A.Sc ;n:burg
Title:Trustee
William P.Schnakenbarg
Margaret S.Hungate

IN WITNESS WHEREOF,the foregoing resolutions are hereby adopted effective as of the date
first written above.
Members:
PEDCOR INVESTMENTS, A LIMITED
LIABILITY COMPANY, a Wyoming limited
liability company
By:
Print:
Title:
UNITED FIDELITY BANK, FSB, a federal
savings bank
By.-
Print:Mark Myrick
Title:Executive Vice President
BARRY A. SCHNAKENBURG REVOCABLE
TRUST
By:
Print:Barry A.Schnakenburg
Title:Trustee
Willi .Schnakenburg
Margaret S.Hungate

IN WITNESS WHEREOF, the foregoing resolutions are hereby adopted effective as of the date
first written above.
Members:
PEDCOR INVESTMENTS, A LIMITED
LIABILITY COMPANY, a Wyoming limited
liability company
By:
Print:
Title:
UNITED FIDELITY BANK, FSB, a federal
savings bank
By:
Print:Mark Myrick
Title:Executive Vice President
BARRY A. SCHNAKENBURG REVOCABLE
TRUST
By,
Print:Barry A.Schnakenburg
Title:Trustee
William P.Schnakenburg
Margaret S.Hungat

Managers;
Margaret S.Hun to
William P. Schnakenbarg

r
Managers:
Margaret S.Hungate
W iam .Schnakenburg