OPERATINGAGREEMENT FOR 4531 Concourse,LLC A MichiganLimitedLiability Company TABLE OF GONTENTS: Article | - Organization .1 .2 .3 .4 .5 Formation Name RegisteredOffice EffectiveDate and Term Purposeof Business Article ll - Capital Contribution 2.1 2.2 2.3 2.4 CapitalContributions CapitalAccount Adjustments CapitalCalls Article lll - Allocation of Profits. Losses and Distributions 3.1 3.2 3.3 3.4 Allocationof Profitsand Losses Distribution of Cash Distributions in Kind SpecialAllocations Article lV - Managementby Manager 4.1 4.2 4.3 4.4 4.5 4.6 Management of Business GeneralPowersof Manager Limitations Requestfor lnput Standardof Care;Liability Removalof Managers Article V - Meetingsof the Members 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 Meetings Subjectof Meetings Noticeof Meetings RecordAddresses Record Date ProxyVote Numberof Votes WrittenConsent Participation Administration of Meetings ArticleVl - Transferof Interest 6.1 6.2 6.3 6.4 TransfersDuringLife ProposedSalesor OtherDispositions of Units Purchaser'sStatusas a Member Seller'sStatusas a Member ArticleVll - Dissolutionand Winding Up 7.1 7.2 7.3 Dissolution Liquidation Distribution in Liquidation Article Vlll - lndemnification 8.1 8.2 lndemnification of Members No Liability Article lX - Amendments 9.1 9.2 Amendments Restrictions of Amendments Article X - Miscellaneous 10.1 10.2 10.3 10.4 10.5 10.6 GoverningLaw EntireAgreement Severability Notices Captions Numberand Gender OPERATING AGREEMENT FOR 4531 CONCOURSE,LLC THIS OPERATINGAGREEMENTis made on August 1,2008, by and betweenGretchen Preston, Trustee of the Gretchen Preston RevocableTrust u/a/d December8, 2003 and Gregory P. Meisner,Trustee of the Gregory P. Meisner Trust u/a/d December8, 2003, individually referredto as "Member"and collectively referredto as "Members",and 4531 Goncourse,LLC (The "Company''). REGITAL: The Membersdesireto form a LimitedLiabilityCompanypursuantto the MichiganLimitedLiability CompanyAct ("Act"). AGREEMENT: The Membersagreeas follows: Article | - Organization 1.1 Formation. The Members desire to form a Limited LiabilityCompany pursuantto the Act. Articlesof Organization were executedon even date herewithand shall be filed with the Stateof Michiganimmediately 1.2 Name. The name of the Companyshall be 4531 Concourse, LLG, and all businessshall be conductedundersuch name. 1.3 Reqistered Office. The registered office of the Company shall be located in the State of Michiganat such locationas shall be designatedfrom time to time by the Members. The initial registeredofficeshallbe 4531 GoncourseDrive,Ann Arbor, Michigan. The Companymay also have offices in such other places as the Members may from time to time decide, or as the businessof the Companymay require. 1.4 Effective Date and Term. The Companyformedpursuantto thisAgreementshallbe effectiveas of the date that the Articlesof Organization are filedwith the MichiganDepartmentof Commerce and shall continuein perpetuityunlessit is dissolvedor terminatedearlierpursuantto the Act or any provisionof this Agreement. 1.5 Purpose of Business. The primarypurposeof the Companyshall be to own and managethe real propertycommonlyknownas 4531 Goncourse Drive, Ann Arbor, Michigan. The Company may engagein any lawfulactivityin which a LimitedLiabilityCompanymay engagepursuantto the MichiganLimitedLiabilityCompanyAct. Article ll - Capital Contribution 2.1 Gapital Gontributions. The interestof the Membersof the Companyshall be dividedinto Ten Thousand (10,000) equal units ("Units").Five Thousand (5,000) Units shall be owned by Gretchen Preston, Trustee of the Gretchen Preston Revocable Trust u/a/d December 8, 2003 and Five Thousand(5,000)Unitsshall be owned by Gregory P. Meisner, Trustee of the Gregory P. Meisner RevocableTrust u/a/d December8,2003. 2.2 Capital Account. A separatecapitalaccountshall be maintainedfor each Member. Upon the initialcapitalization of the Company,the capitalaccountof Gretchen Preston, Trustee of the Gretchen Preston RevocableTrust u/a/d December8, 2003 shall be creditedwith fifty (50%) percentof the net value of the propertylistedon ScheduleA and the capitalaccountof Gregory P. Meisner, Trustee of the Gregory P. Meisner Revocable Trust u/a/d December 8, 2003, shall be creditedwith fifty (50%) percentof the net value of the propertylistedon ScheduleA. After the initialcapitalization of the Company,there shall be creditedto each Member'saccount: 1) the amountof cash and the fair marketvalueof any propertycontributedby each Member,net of any liabilitiesassumedby the Companyand to which the propertyis subject;2) the Member's shareof profitsof the Companyas providedin thisAgreement;and 3) the amountof any increase to the basis of assets of the Companydue to an electionunder InternalRevenueCode $754. There shall be chargedagainsteach Member'scapitalaccount: '1)the amountof all distributions to each Member; and 2) the Member'sshare of losses of the Companyas providedin this Agreement. 2.3 Adiustments. The numberof Unitsownedby each Membershall be adjustedfrom time to time to reflect the proportionatechange in each Member'scapital account. The number of Units owned by each Member after the initialcapitalization of the Companyshall be determinedas follows: The total number of Units of the Company (initially10,000)shall be multipliedby a fraction,the numeratorof which is the balanceof the Member'scapitalaccountand the denominatorof which shall be the sum of the caoitalaccountsof all Members. The resultingproductshallbe the numberof Unitsownedby the Member. No Member shall own a fractionof a Unit and all adjustmentsshall be roundedto the nearestwhole Unit. In no eventshall an adjustmentcause a Memberto have less than one (1) Unit. 2.4 Gapital Galls. From time to time, the Members may decide that each Member contribute additionalcapitalto the Company. In the event that the Members make such request,each Membershall have the rightto contributesufficientcapitalto the Companysuch that the number of Units owned by him or her as of the date of the requestshall not be reducedas provided above. lf the Membersmake a requestfor additionalcapitalcontributions by the Members,each Member may refuse to make such additionalcapitalcontribution.In the event that a Member ("RefusingMember")refusesto make such additionalcapitalcontribution, the remainingMembers shall have the right to make such additionalcontributionin proportionto the number of Units owned by each of them. In the event that a Member refuses to make an additionalcapital contribution, the numberof Unitsownedby him or her shallbe reducedas providedabove. A requestfor each Memberto make additionalcapitalcontributions shall be made in writingand must be given at leastthirty(30) days beforethe deadlinefor makingsuch contributions, unless otherurise consentedto in writingby all Members. Article lll - Allocation of Profits, Losses and Distributions 3.1 Allocation of Profits and Losses. Net profitsor lossesof the Company(and theirvariousitems of income,expenses,and creditsfor federalincometax purposes)includingany profits,gainsor losseswhichare not taken into accountfor federalincometax purposes,shall be allocatedto the Membersin directproportionto the numberof Unitsownedby each of them. 3.2 Distribution of Gash. All cash remainingafterpayingthe obligationsincurredfor the operationof the Companyand capitalexpenditures, and establishinga cash reserveconsideredsuitableby the Members,shall be distributedto each Memberin proportionto the numberof Unitsownedby each Member. The time for makingsuch distributions shallbe determinedby the Members. 3.3 Distributions in Kind. Exceptas unanimouslyagreedto by all Members,a Member,regardless of the numberof Unitsownedby such Member,has no rightto demandand receivea distribution from the Companyin any form other than cash and a Membermay not be compelledto accept from the Companya distribution of an assetin kind. The Companyshallnot make a distribution if such distribution wouldbe in violationof Section307 of the Act. 3.4 Special Allocations. lt is intendedthat the allocationsprovidedin this Articlehave "substantial economiceffect"for purposesof Reg.S1.704-2.The SpecialAllocationsset forth belowshallbe appliedin the orderpresented.All referencesin this Sectionto "Partnership" or "Partner"itemsas defined in the Regulationsare intendedto apply to this Limited LiabilityCompany and its Members: (a) PartnershipMinimum Gain Chargeback. The MinimumGain Chargebackprovisions as providedunderTreasuryRegulationSectionS1.704-2(f) shall apply. This provisionis intendedto complywith the PartnershipMinimumGain Chargebackrequirementsof the aforementioned Regulationand shall be interpretedand appliedin a mannerconsistent therewith. (b) Partner Minimum Gain Ghargeback. The Non-RecourseMinimumGain Chargeback provision as provided under Treasury Regulation$1.704-2(i)(4)shall apply. This provision is intended to comply with the Partner Non-RecourseMinimum Gain Chargebackrequirements of the aforementioned Regulationand shall be interpretedand appliedin a mannerconsistenttherewith. (c) Qualified Income Offset. The QualifiedOffset provisionas providedunder Treasury Regulation51.704-1(bX2XiiXdX3)shall apply so that any Member who unexpectedly receives an adjustment,allocation,or distributiondescribed in Treasury Regulation (4), (5),or (6),will be allocatedincomeand gain in an amountand S1.704-1(bX2XiiXd), mannersufficientto eliminate,to the extentrequiredby the TreasuryRegulations, a deficit balanceas quicklyas possible;providedthat an allocationpursuantto this Section3.4(c) shall be made only if and to the extentthat such Memberwould have a capitalaccount deficitafter all other allocationsprovidedin this Section3.4 have been made as if this Section3.4(c)were not in this Agreement.This provisionis intendedto complywith the QualifiedIncome Offset requirementsof the aforementionedRegulationsand shall be interpreted and appliedin a mannerconsistenttherewith. (d) Gross lncome Allocation. In the eventany Memberhas a deficitcapitalaccountat the end of any fiscalyear which is in excessof the sum of: 1) the amountsuch Memberis obligatedto restorepursuantto any provisionof this Agreement;and 2) the amountsuch Memberis deemedto be obligatedto restorepursuantto TreasuryRegulationsS1.7042(g) and 1.704-2(iX5),each such Member shall be specially allocated items of Partnershipincome and gain in the amount of such excess as quickly as possible, providedthat an allocationpursuantto this Section3.4(d)shallbe made only if and to the extentthat such Memberwouldhave a deficitcapitalaccountin excessof such sum after all other allocationsprovidedfor in this Sectionhave been made as if Section3.4(c) hereofand/orSection3.4(d)were not in thisAgreement. (e) Partnership Non-RecourseDeductions. PartnershipNon-RecourseDeductionsunder Treasury RegulationS1.704-2(b)(1) for each fiscal year shall be allocatedamong the Membersin accordancewith their respectiveUnits to the extent and in a manner that satisfiesTreasuryRegulation$ 1.704-2(e),and otherwisein any mannerdeterminedby the Membersto satisfysaid Regulation. (f) DeductionsunderTreasury Partner Non-RecourseDeductions. PartnerNon-Recourse Regulation51.704-2(iX2) tor any fiscalyear shall be allocatedto the Memberswho bear the economicrisk of loss with respectto the PartnerNon-RecourseDebt to which such Partner Non-Recourse Deductions are attributable in accordance with Treasury RegulationS1.704-2(iX1 ). Article lV - Managementby Manager 4.1 Managementof Business. The Companyshall be managedby no less than one (1) and no more than three (3) Managers,who may, but need not, be Members.GRETQHEN'SHouSE, lNC. is herebyappointedas the sole initialManagerof the Company,withinthe meaningof the Act, to serve in such capacitywithoutfurther electionby the Members until he resigns or is removedas Manageror until the Companydissolves,whicheveroccursfirst. In the case of the dissolutionof the Company,unless the Manager resigns or is removed,the Manager shall continueto act in the capacityas Manageruntil all of the assets of the Companyhave been distributedor liquidated,and all liquidationproceedshave been distributed,regardlessof the actual date of dissolutionof the Company under the Act. The Membersshall determinethe Managers'terms, duties,compensation and benefits,if any. 4.2 General Powers of Manager: The Manageror Managersshall have the sole authorityto conduct the businessof the Companyand to do all acts to operatesuch business,subjectonly to the limitationsexpresslycontainedin this Agreement. Notwithstanding the foregoing,the Managermay appointofficersof the Companyand may delegatesuch powers and authorityto such officersor others as said Manager may deem appropriate;providedthat any officersso appointedshall be subjectto the approvalby MembersowningsufficientUnits to take actionat a meetingof all of the Members. 4.3 Limitations. Notwithstanding any other provisionsof this OperatingAgreement,no act shall be taken,sum expended,decisionmade,obligationincurred,or powerexercisedby any Manageron behalfof the Company,except by the vote or resolutionof MembersowningsufficientUnitsto take such actionat a meetingof all Members,with respectto: 4.3.1 any purchase,lease,exchangeor otheracquisition of any realor personalproperty or repairsor maintenancethereto,or any otherproposedexpenditurewith a value in excess of $500,000.00(this shall not precludethe Managerfrom refinancingor extendingany existingdebt of the Companywithoutthe consentof the Members); 4.3.2 the admissionof a member; 4.3.3 any mergeror acquisition of anotherentity; 4.3.4 any amendmentor restatementof the Company'sassets for the benefit of creditorsor filinga voluntarybankruptcypetitionby the Company; 4.3.5 any matter that could result in a change in the amount or characterof the Company'scapital; 4.3.6 any changein the compensation of a Managerthat is also a Member; 4.3.7 the commissionof any act that would make it impossiblefor the Companyto carryonitsordinary business andaffairs; 4.3.8 any act that wouldcontraveneany provisionof the Articles,OperatingAgreement, or the Act; 4.3.9 the dissolution of the Company; 4.3.10 the issuanceof additionalUnitsby the Company; 4 4.3.11 A transactioninvolvingan actual or potentialconflict of interest between a Memberand the Company; 4.3.12 An amendmentto the Articlesof Organization or this OperatingAgreement;and 4.3.13 Any other actionrequiringa vote of the membersas providedin the Articles,the Act, or this OperatingAgreement. 4.4 Request for Input. Priorto takingany actionwithinthe Manager'sauthority(for which no vote of the Membersis required), the Managermay solicitinputfrom someor all of the Members.The opinions of the Members shall be for the Managers considerationin determiningwhether to take the contemplatedactionand shallnot bindor restrictthe Manager. 4.5 Standardof Care; Liability. EveryManagershalldischargehis or her dutiesas a managerin good faith, with the care an ordinarilyprudentperson in a like positionwould exerciseunder similar circumstances,and in a mannerthe Managerreasonablybelievesto be in the best interestsof the Company.A Managershallnot be liablefor any monetarydamagesto the Companyfor any breach of such dutiesexceptfor (a) receiptof a financialbenefitto whichthe Manageris not entitledor (b) a knowingviolationof the law where such violationresultedin a financialloss to the Companyor Members. In discharginghis or her duties,a Managermay rely on information, opinions,reports, or statements,including,but not limitedto, financialstatementsor otherfinancialdata, if prepared or presentedby any of the following:(a) One or more other Managersor Membersor employees of the Companywhom the managerreasonablybelievesto be reliableand competentin the matter presented;(b) Legal counsel, public accountants,engineers,or other persons as to matters the Manager reasonablybelieves are within the person's professionalor expert competence;of (c) A committeeof Managersof which he or she is not a memberif the Manager reasonablybelievesthe committeemerits confidence. The Manager may not rely on such information, opinions,reports,or statementsif the Managerhas knowledgeconcerningthe matter in questionthat makesrelianceotherwisepermittedin this Sectionunwarranted. 4.6 Removal of Managers. A Managermay be removedwith or withoutgood cause,by a majorityvote of all of the Members,disregardingthe membershipinterestof any Manage(s) subjectto a removal vote. Article V - Meetingsof the Members 5.1 Meetinqs. The Companyshall not have regularlyscheduledmeetingsof its Members;however, meetingsof the Membersmay be calledby Membersrepresentingin the aggregateat least50% of the totaloutstandingUnitsof the Company.A meetingshall be properlycalledwhen Members with an aggregateof at least50% of the total Unitsgivewrittennoticeto the Memberssettingforth theirdesireto holda meetingand the reasontherefor. 5.2 Subiect of Meetinqs. At a properlycalledmeeting,the Membersmay vote on any matterfor whicha vote is requiredby the Act, the Articles,or this OperatingAgreement,includingthe actions set forth in Section4.3 5.3 Notice of Meetinqs. When a meetingof the Membersis properlycalled,the Memberscalling said meetingshalldeliveror mailwrittennoticestatingthe date,time,and placeof any meetingof Members and, when otherwiserequiredby law, a descriptionof the purposesfor which the meetingis called,to each Memberof recordentitledto vote at the meeting,at such addressas appearsin the recordsof the Company,such noticeto be mailedat leastten (10), but no more than sixty (60), days beforethe date and time of the meeting. This noticemay be includedwith the noticecallingthe meetingas providedin 5.1. A Membermay waive noticeof any meeting, beforeor afterthe date of the meeting,by deliveringa signedwaiverto the Companyfor inclusion in the minutesof the Company.A Member'sattendanceat any meeting,in personor by proxy: (i) waives objectionto lack of noticeor defectivenoticeof the meeting,unlessthe Memberat the beginningof the meetingobjectsto holdingthe meetingor transactingbusinessat the meeting; and (ii)waivesobjectionto consideration of a particularmatterat the meetingthat is not withinany purposedescribedin the meetingnotice,unlessthe Memberobjectsto consideringthe matter when it is presented. 5.4 Record Addresses. The addressesof the Membersshall be the followinguntilwrittennoticeof any subsequentchangeis deliveredto the Company. GretchenPreston,Trusteeof the GretchenPreston RevocableTrustu/a/dDecember8, 2003 4660 W. EllsworthRoad Ann Arbor,Michigan48103 GregoryP. Meisner,Trusteeof the GregoryP. Meisner RevocableTrust u/a/dDecember8, 2003 4660 W. EllsworthRoad Ann Arbor,Michigan48103 4531 Concourse,LLC c/o GretchenPreston,Presidentof Gretchen'sHouse,Inc. 5864 InterfaceDrive,Suite C Ann Arbor,Michigan48103 5.5 Record Date. The recorddate for the purposeof determiningthe Membersentitledto noticeof a Members'meeting,for demandinga meeting,for voting,or for takingany otheractionshallbe the sixtieth(60th)day priorto the date of the meetingor otheraction. 5.6 Proxv Vote. A Membermay appointa proxyto vote or othenryise act for the Memberpursuantto a writtenappointmentform executedby the Memberor the Member'sduly authorizedattorney-infact. An appointmentof a proxy is effectivewhen receivedby the Company. The generalproxyof a fiduciary is given the same effect as the general proxy of any other Member. A proxy appointmentis validfor twelve(12) monthsunlessotherwiseexpresslystatedin the appointment form. 5.7 Number of Votes. Each Membershallhaveone votefor each Unitownedby him or her as of the recorddate. At any meetingof Members,presenceof Membersentitledto cast 100%of the total votes constitutesa quorum. Unless otherwiseprovidedin this Agreementor the Articlesof Organization,action on a matter is approvedif it receivesapprovalby A MAJORITY of the total number of votes entitledto be cast by all Members in the Companyentitledto vote at such meeting. Any purchaseror assigneeof a Member'sinterestin the Companyshall not be entitled to vote or participateon any mattersat any meetingunlesssuch assigneebecomesa substitute Memberas providedin ArticleVl hereof. 5.8 Written Gonsent. Any actionrequiredor permittedto be taken at a Membersmeetingmay be taken withouta meetingif the action is taken by the MembersholdingsufficientUnits to take actionat a meetingof all of the Members. The actionmust be evidencedby one or more written consentsdescribingthe actiontaken or to be taken, signed by the Membersholdingsufficient Unitsand deliveredto the Companyfor inclusionin the minutes. 5.9 Participation. Any or all Membersmay participatein any Membersmeetingby, or throughthe hear use of, any meansof communication may simultaneously by whichall Membersparticipating is deemedto be presentin personat each other duringthe meeting. A Memberso participating the meeting. 5.10 Administration of Meetinqs. At any Membersmeeting,the Managershall appointa personto presideat the meetingand a personto act as secretaryof the meeting. The secretaryof the 6 meetingshall prepareminutesof the meetingwhich shall be placed in the minute book of the Company. Article Vl - Transfer of Interest 6.1 6.2 Transfers Durinq Life. Exceptas otherwiseprovidedin this Agreement,the Membersshall not sell, encumber,transfer,assign,or otherwisedisposeof all or any part of their Unitsduringtheir lifetimes;provided,however,each Memberis free to transferand assignall or part of his or her Unitsas follows: (1) To an inter-vivostrust,whichby its terms providesthat the Memberis the grantor,trustee and beneficiary of all of the trustincome,and whereinhe or she has retainedfor his or her own life the powerto revokethe trust in full, and such trust is in full compliancewith all provisionsof this Agreement.The primarypurposeof the trust must be to avoidprobate on the assets held by the trust on the day the Member dies, and the transfer and assignmentof the Unitsmust be for no consideration.The Unitstransferredto or held by any such trust shall continueto be governedand boundby the terms of this Agreement, whetheror not the termsof the trustare subsequently amendedin any way; or (2) To a Member'slinealdescendants,or to the linealdescendantsof the Settlorof a Trust that is a Member. Proposed Sales or Other Dispositions of Units. In the eventa Memberreceivesa "bonafide" offer in writingto sell or otherwisedisposeof his or her Units,and said Memberdesiresto sell said Unitsaccordingto the terms of said offer,he or she shall give writtennoticethereofto the Company("Notice")of the proposedpurchaserand the purchasepriceand terms. Upon receiptof the Notice,the Companyshallthereuponhave and is herebygranted,an optionto purchaseall, but not part of, the Member'sUnits,for a periodof sixty (60) days,at the priceand uponthe termsstatedin the bonafide offerto purchase. In the eventthe Companydoes not exerciseits optionto purchasethe sellingMember's Units,then after the expirationof such sixty (60) day period,the sellingMembermay sell his or her Unitsto the bona fide purchaserbut only at the priceand upon the terms statedin said bona fide offeras it was communicated to the Company. lf eitherthe priceor the termsof the bonafide offer changefrom the priceand termsstatedin the Notice,then the Companyshallagainhavean optionto purchasethe Unitsat the new priceand terms,and the provisionsof this Paragraph6.2 shallagainbe compliedwith by the sellingMember. 6.3 Purchaser'sStatus as a Member. ln the eventthat a Membersellsor assignsall or part of his or her interestin the Company,the purchaseror assigneeof such interestshallbe entitledto all of the rightsand privilegesof a Memberof the Companyonly uponthe unanimouswrittenconsentof all of the remainingMembers. In the eventthat all of the remainingMembersdo not consentto the admissionof such purchaseror assigneeas a Member,then such purchaseror assignee shall only be entitledto the distributions from the Companyto which the sellingMemberwould have been entitled. For purposesof this Paragraph6.3 and Paragraph6.4, an inter-vivostrust describedin Paragraph6.1 above shall not be considereda purchaseror assignee,and the Grantorthereofshall remaina Member,so long as all of the requirementsof Paragraph6.1 are compliedwith. 6.4 Seller's Status as a Member. Whenevera Membersells or assignsall of his or her interestin the Company,regardlessof whetherthe purchaseror assigneethereofbecomesa Memberof the Company,such sellingMembershall cease to be a Memberof the Company. Notwithstanding the preceding,every transfereeof a Member'sinterestmust executean acknowledgmentand consentto be bound by the terms and provisionsof this Agreementas a conditionprecedentto becominga Memberwith the attendantrights,benefitsand obligationsof such membership.No 7 transfer, whether by sale, bequest or otherwise shall be effective until the execution of such acknowledgment and consent. Article Vll - Dissolution and Winding Up 7.1 Dissolution. The companymay be dissolvedonlyas providedin the Act. 7.2 Liquidation. Uponthe dissolutionof the Gompany,the Membersshallliquidatethe assetsof the Company,applyand distributethe proceedsthereofas providedby this Agreementand causethe cancellation of the Company'sArticlesof Organization. 7.3 Distribution in Liquidation. Uponthe dissolutionof the Companyand incidentto the winding-up of the Company'sbusinessand affairs,the Membersshallpay or make provisionfor the payment of all liabilitiesand obligationsof the Company,actual or contingent,and all expenses of liquidation. Any amounts deemed necessaryby the Members to provide a reservefor any unforeseenliabilitiesand obligationsmay, in the Members'discretion, be depositedin a bank or trust companyupon such terms and for such periodof time as the Membersmay determine. Followingthe paymentof or provisionfor the liabilitiesof the Companyas providedabove,the remainingassetsof the Companyshall be distributedin the followingorder of priority: (i) to the paymentof the Membersof any amountsthen distributable to them underthis Agreement;and (ii) any remainingassetsshall then be allocatedto the Membersproportionately in accordancewith the numberof Unitsownedby them. Article Vlll - Indemnification 8.1 8.2 Indemnificationof Members. The Companyshall indemnifyand hold harmlessa Memberwho is also a Managerfrom and againstany and all losses,expenses,claimsand demandssustained by reasonof any acts or omissionsor allegedacts or omissionsas Manager,includingjudgments, settlements,penalties,fines or expensesincurredin a proceedingto whichthe Memberis a party or threatenedto be made a party because he or she is or was a Manager. However,the Companymay not indemnifythe Member if, after a factualfinding by a competentcourt, it is determinedthat the Memberdid any of the following: (1) Receiveda financialbenefitto whichthe Memberwas not entitledeitherunderthe Act or underthisAgreement; (2) The Membervotedfor or assentedto a distribution in violationof Section307 of the Act or thisAgreement;or (3) The Memberwillfullyviolatedthe law. No Liabilitv. A Membershall incur no liabilityto the Companyor to any of the Membersas a resultof engagingin any other businessor ventureregardlessof whethersuch other businessor venturecompeteswith the Companyor whethersuch Memberis active in the managementor businessof such other businessor venture. Neitherthe Companynor any of the Membersshall have any right by virtue of this OperatingAgreementor any applicablelaw in or to the other businessventuresof a Memberor to the income,gains,losses,deductionsand creditsderived therefromby any Member. Article lX - Amendments 9.1 Amendments. Amendmentsto this Agreementmay be proposedby any Memberor Members holdingat least250 Units. Followingsuch proposal,said Membersshallsubmitto the Membersa written,verbatimstatementof any proposedamendment,providingthat counselfor the Company shall have the opportunityto approvethe proposedamendmentas to form. Said Membersshall 8 seek the writtenvote of the Memberson the proposedamendmentor shallcall a meetingto vote thereon. A proposedamendmentshallbe adoptedand be effectiveas an amendmentheretoonly if it receivesthe unanimousvote of the holdersof all Units. 9.2 Restrictions of Amendments. Notwithstanding Paragraph9.'l hereof,this Agreementshall not be amendedwithoutthe consentof each Memberadverselyaffectedif such amendmentwould alterthe interestof a Memberin profits,losses,Companydistributions or votingrights. Article X - Miscellaneous 10.1 Governinq Law. This Agreementshall be governedby and construedin accordancewith the lawsof the Stateof Michigan,withoutregardto any conflictof law provisions. 10.2 Entire Agreement. This Agreementcontainsthe entire understandingamong the partiesand supersedesany previousunderstanding and agreementsbetweenthem respectingthe subject matter of this Agreement. There are no representations,agreements,arrangements,or understandings, oral or written,betweenor among the partiesto this Agreement,relatingto the subjectmatterof this Agreement,that are not fullyexpressedin thisAgreement. 10.3 Severabilitv. This Agreementis intendedto be performedin accordancewith, and only to the extent permittedby, all applicablelaws,ordinances,rules,and regulationsof the jurisdictionsin which the Companydoes business. lf any provisionof this Agreementor its applicationto any personor circumstances shall,for any reasonand to any extent,be invalidor unenforceable, the remainder of this Agreement and the applicationof that provision to other persons or circumstancesshall not be affected by it, but rather shall be enforced to the greatest extent permittedby law. 10.4 Notices. Noticesto Membersor to the Companyshall be deemed to have been given when mailed,by prepaidregisteredor certifiedmail,addressedas set forth in this Agreementor as set forth in any notice or change of address previouslygiven in writing by the addresseeto the addresser. 10.5 Captions. The sectiontitlesor captionscontainedin this Agreementare providedfor the sake of convenienceonlyand shallnot be deemedpartof the contextof this Agreement. 10.6 Number and Gender. All of the terms and words used in this Agreement,regardlessof the numberand genderin which they are used,shall be deemedand construedto includeany other number,singularor plural,and any othergender,masculine,feminineor neuter,that the context or sense of this Agreementmay require,as if the words had been fullyand properlywrittenin the numberand gender. lN WITNESSWHEREOF,the partieshereto have executedthis Agreementas of the day and year writtenabove. of the Gretchen Preston RevocableTrust u/a/d December8, 2003 .DV Trusteeof the GregoryP. MeisnerRevocableTrust u/a/dDecember8, GREGORY P.'MEISNER, 2003 I 4531 CONCOURSE,LLC PRESTON,Presidentof Gretchen'sHouse, lnc. 10 EXHIBITA CONTRIBUTIONS TO CAPITAL Capital Member GretchenPreston, Contribution Initial Units Initial Profit Interest 5,000 50o/o 5,000 50Yo Trusteeof theGretchen PrestonRevocable Trustu/a/dDecember B, 2003 Gregory P. Meisner, Trusteeof the Gregory P. Meisner Revocable Trustu/a/dDecember 8, 2003 * Gretchen Preston,Trustee of the Gretchen Preston Revocable Trust u/a/d December8, 2003 and Gregory P. Meisner,Trustee of the Gregory P. Meisner RevocableTrust u/a/d December8, 2003, contributed the purchaser's interest in a certain Agreementfor the purchase of the real property commonly known as 4531 Concourse,Ann Arbor, Michigan. In addition, the Members shall contribute sufficient cash to consummate the purchase of said property,and to make the improvements necessaryto facilitatethe lease of said property to Gretchen's House, lnc. and to provide the Gompanywith working capitol. 11