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LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

EVERGREEN REAL ESTATE VENTURES LLC

A Delaware Limited Liability Company

Effective Date: January 1, 2025

This Limited Liability Company Operating Agreement ("Agreement") is entered into by and among the Members listed on Schedule A attached hereto, effective as of January 1, 2025.

ARTICLE I - ORGANIZATION

1.1 Formation. Evergreen Real Estate Ventures LLC (the "Company") was formed as a Delaware limited liability company on December 15, 2024 

{
  "document_type": "partnership_agreement",
  "entity_type": "llc",
  "effective_date": "2025-01-01",
  "entity_name": "Evergreen Real Estate Ventures LLC",
  "partners": [
    {
      "name": "Pinnacle Capital Partners LP",
      "type": "managing_member",
      "ownership_percentage": "45%",
      "capital_contribution": "$4,500,000",
      "voting_percentage": "45%"
    },
    {
      "name": "Mountain View Investments Inc.",
      "type": "member",
      "ownership_percentage": "30%",
      "capital_contribution": "$3,000,000",
      "voting_percentage": "30%"
    },
    {
      "name": "Heritage Family Trust",
      "type": "member",
      "ownership_percentage": "15%",
      "capital_contribution": "$1,500,000",
      "voting_percentage": "15%"
    },
    {
      "name": "David Chen",
      "type": "member",
      "ownership_percentage": "10%",
      "capital_contribution": "$1,000,000",
      "voting_percentage": "10%"
    }
  ],
  "purpose": {
    "business_purpose": "Acquiring, developing, managing, and disposing of commercial real estate properties",
    "scope": "Commercial real estate investment and any other lawful business activities"
  },
  "capital": {
    "initial_capital": "$10,000,000",
    "additional_contributions": "Manager may issue capital calls with 30 days notice; Members contribute pro rata",
    "failure_to_contribute": "1.5x dilution, loss of voting rights, 12% interest on unpaid amounts",
    "capital_accounts": "Maintained per Treasury Regulation 1.704-1(b)(2)(iv)",
    "interest_on_capital": "None except as expressly provided"
  },
  "governance": {
    "management": "Manager-managed",
    "managing_partner": "Pinnacle Capital Partners LP",
    "voting_requirements": {
      "ordinary_matters": "Majority (more than 50%)",
      "major_decisions": "Supermajority (66.67%)"
    },
    "major_decisions": [
      "Property acquisitions/dispositions exceeding $1,000,000",
      "Debt exceeding $500,000",
      "Capital expenditures exceeding $250,000",
      "Admission of new Members",
      "Amendment of Agreement",
      "Merger, consolidation, or asset sale",
      "Dissolution",
      "Manager removal or replacement",
      "Related party transactions",
      "Material change in business purpose"
    ],
    "meetings": "Annual meeting within 90 days of fiscal year end; special meetings with 10 days notice; 60% quorum",
    "deadlock_resolution": "30-day negotiation, then mediation, then buyout provisions"
  },
  "profit_loss": {
    "allocation": "Pro rata based on Ownership Percentages, subject to Section 704(b)",
    "distributions": {
      "timing": "Quarterly, within 45 days of quarter end",
      "priority": "1) Return of capital; 2) 8% preferred return; 3) 80/20 split with 20% promoted interest to Manager; 4) Pro rata",
      "tax_distributions": true
    },
    "draws": "Manager receives 1.5% of gross revenues as monthly management fee (guaranteed payment)"
  },
  "transfer_restrictions": {
    "transfer_prohibited": true,
    "right_of_first_refusal": true,
    "tag_along": true,
    "drag_along": true,
    "permitted_transfers": [
      "Transfers to Affiliates",
      "Transfers to trusts for estate planning",
      "Transfers to successor entity in reorganization"
    ]
  },
  "withdrawal_exit": {
    "voluntary_withdrawal": "180 days prior written notice, subject to buyout provisions",
    "expulsion": "75% vote of other Members for material breach (60-day cure), bankruptcy, felony conviction, fraud, or gross negligence",
    "buyout": {
      "trigger_events": [
        "Death",
        "Disability",
        "Retirement (age 65+)",
        "Voluntary withdrawal",
        "Expulsion"
      ],
      "valuation_method": "Fair Market Value by mutual agreement, single appraiser, or three-appraiser process",
      "payment_terms": "20% at closing (within 90 days); 80% over 3 years quarterly; Prime Rate interest"
    },
    "non_compete_on_exit": true
  },
  "dissolution": {
    "dissolution_events": [
      "75% Member vote",
      "Sale of all Company assets",
      "Judicial decree",
      "Events under Delaware law"
    ],
    "winding_up": "Manager winds up affairs and liquidates assets",
    "liquidation_priority": "1) Creditors; 2) Member creditors; 3) Reserves for contingencies; 4) Positive Capital Account balances"
  },
  "fiduciary_duties": {
    "duty_of_loyalty": true,
    "duty_of_care": true,
    "competing_activities": "Members (other than Manager) may engage in other investments including real estate, provided they do not usurp Company opportunities"
  },
  "dispute_resolution": {
    "mediation": true,
    "arbitration": true,
    "governing_law": "State of Delaware"
  },
  "signatures": {
    "all_partners_signed": true,
    "date_signed": "2025-01-01"
  }
}