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OPERATING AGREEMENT FOR 4531 Concourse,LLC A Michigan Limited Liability Company

TABLE OF GONTENTS: Article | - Organization

.1 .2 .3 .4 .5

Formation Name Registered Office 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 Allocation Profitsand Losses of Distribution Cash of Distributions Kind in Special Allocations

Article lV - Managementby Manager 4.1 4.2 4.3 4.4 4.5 4.6 Management Business of GeneralPowersof Manager Limitations Request lnput for Standard Care;Liability of Removal Managers of

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 Meetings of

ArticleVl - Transfer Interest of

6.1 6.2 6.3 6.4 Transfers DuringLife Proposed Salesor OtherDispositions Units of Purchaser's Statusas a Member Seller's Statusas a Member

ArticleVll - Dissolutionand Winding Up

7.1 7.2 7.3

Dissolution Liquidation Distribution Liquidation in

Article Vlll - lndemnification 8.1 8.2 lndemnification Members of No Liability

Article lX - Amendments 9.1 9.2 Amendments Restrictions Amendments of

Article X - Miscellaneous 10.1 10.2 10.3 10.4 10.5 10.6 Governing Law EntireAgreement Severability Notices Captions Number and Gender


FOR 4531 CONCOURSE, LLC THIS OPERATING AGREEMENTis 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 referred as to "Member" and collectively referred as "Members", 4531 Goncourse,LLC (The "Company''). to and REGITAL: The Membersdesireto form a LimitedLiability to LimitedLiability Companypursuant the Michigan Company Act ("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 herewith and shall be filed with the Stateof Michigan immediately Name. The name of the Companyshall be 4531 Concourse, LLG, and all businessshall be conducted undersuch name. Reqistered Office. The registered office of the Company shall be located in the State of Michiganat such locationas shall be designated from time to time by the Members. The initial registered officeshallbe 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 business the Companymay require. of Effective Date and Term. The Company as formedpursuant thisAgreement to shallbe effective of the date that the Articlesof Organization filedwith the Michigan Department Commerce of are and shall continuein perpetuity to unlessit is dissolved terminated or earlierpursuant the Act or any provision this Agreement. of Purpose of Business. The primarypurposeof the Companyshall be to own and managethe real property commonlyknownas 4531 Goncourse Drive, Ann Arbor, Michigan. The Company may engagein any lawfulactivityin which a LimitedLiability Companymay engagepursuantto Act. the Michigan LimitedLiability Company Article ll - Capital Contribution 2.1 of Gapital Gontributions. The interest 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.






Capital Account. A separatecapitalaccountshall be maintained each Member. Upon the for initialcapitalization the Company,the capitalaccountof Gretchen Preston, Trustee of the of Gretchen Preston RevocableTrust u/a/d December8, 2003 shall be creditedwith fifty (50%) percentof the net value of the property listedon Schedule and the capitalaccountof Gregory A 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 the Company, of there shall be creditedto each Member'saccount: 1) the amountof cash and the fair marketvalueof any property contributed each Member,net by of any liabilities assumedby the Companyand to which the propertyis subject;2) the Member's shareof profitsof the Companyas provided thisAgreement; in and 3) the amountof any increase to the basis of assets of the Companydue to an electionunder InternalRevenueCode $754. There shall be chargedagainsteach Member's capitalaccount: '1)the amountof all distributions to each Member; and 2) the Member'sshare of losses of the Companyas providedin this Agreement. Adiustments. The numberof Unitsownedby each Membershall be adjusted from time to time to reflect the proportionate change in each Member'scapital account. The number of Units owned by each Member after the initialcapitalization the Companyshall be determined of as follows: The total number of Units of the Company (initially10,000)shall be multipliedby a fraction,the numerator which is the balanceof the Member'scapitalaccountand the of denominator which shall be the sum of the caoitalaccountsof all Members. The of product resulting shallbe the numberof Unitsownedby the Member. No Member shall own a fractionof a Unit and all adjustments shall be roundedto the nearestwhole Unit. In no eventshall an adjustment cause a Memberto have less than one (1) Unit.



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 contribute sufficient capitalto 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 additional capitalcontributions the Members, by each Member may refuse to make such additional capitalcontribution.In the event that a Member ("Refusing Member") refusesto make such additional capitalcontribution, remaining the Members shall have the right to make such additional contribution proportion the number of Units in to owned by each of them. In the event that a Member refuses to make an additional capital contribution, numberof Unitsownedby him or her shallbe reduced provided the as above. A requestfor each Memberto make additional capitalcontributions shall be made in writingand must be given at leastthirty(30) days beforethe deadline makingsuch contributions, for unless otherurise consented in writingby all Members. to Article lll - Allocation of Profits, Losses and Distributions


Allocation of Profits and Losses. Net profitsor lossesof the Company(and theirvariousitems of income,expenses, and creditsfor federalincometax purposes) including any profits,gainsor losseswhichare not taken into accountfor federalincometax purposes, shall be allocated the to Membersin directproportion the numberof Unitsownedby each of them. to Distribution of Gash. All cash remaining afterpayingthe obligations incurred the operation for of the Companyand capitalexpenditures, and establishing cash reserveconsidered a suitableby the Members, shall be distributed each Memberin proportion the numberof Unitsownedby to to each Member. The time for makingsuch distributions shallbe determined the Members. by



Distributions in Kind. Exceptas unanimously agreedto by all Members, Member,regardless a 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 compelled accept to from the Companya distribution an assetin kind. The Companyshallnot make a distribution of if such distribution wouldbe in violation Section of 307 of the Act. providedin this Articlehave "substantial Special Allocations. lt is intended that the allocations economiceffect"for purposes Reg.S1.704-2.The SpecialAllocations forth belowshallbe of set appliedin the orderpresented.All references this Section "Partnership" "Partner" in to itemsas or defined in the Regulations are intendedto apply to this Limited LiabilityCompany and its Members: (a) provisions PartnershipMinimum Gain Chargeback. The MinimumGain Chargeback as providedunderTreasuryRegulation is SectionS1.704-2(f) shall apply. This provision intended complywith the Partnership to MinimumGain Chargeback requirements the of aforementioned Regulation and shall be interpreted and appliedin a mannerconsistent therewith. Partner Minimum Gain Ghargeback. The Non-Recourse MinimumGain 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 Chargeback requirements the aforementioned of Regulation and shall be interpreted and appliedin a mannerconsistent therewith. Qualified Income Offset. The QualifiedOffset provisionas providedunder Treasury Regulation shall apply so that any Member who unexpectedly 51.704-1(bX2XiiXdX3) receives an adjustment,allocation,or distribution described in Treasury Regulation (bX2XiiXd), (5),or (6),will be allocated (4), incomeand gain in an amountand S1.704-1 mannersufficient eliminate, the extentrequired the Treasury to to by Regulations, deficit a provided pursuant this Section3.4(c) balanceas quicklyas possible; that an allocation to shall be made only if and to the extentthat such Memberwould have a capitalaccount providedin this Section3.4 have been made as if this deficitafter all other allocations Section3.4(c)were not in this Agreement.This provision intended complywith the is to Regulations QualifiedIncome Offset requirements the aforementioned of and shall be interpreted appliedin a mannerconsistent and therewith. 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 obligated restorepursuant any provision this Agreement; to to of and 2) the amountsuch Memberis deemedto be obligated restorepursuantto TreasuryRegulations to S1.7042(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, provided pursuant this Section3.4(d)shallbe made only if and to the that an allocation to extentthat such Memberwouldhave a deficitcapitalaccountin excessof such sum after providedfor in this Sectionhave been made as if Section3.4(c) all other allocations hereofand/orSection3.4(d)were not in thisAgreement. Deductions under Non-Recourse Partnership Non-RecourseDeductions. Partnership Treasury Regulation for S1.704-2(b)(1) each fiscal year shall be allocatedamong the Membersin accordance with their respective Units to the extent and in a manner that by TreasuryRegulation 1.704-2(e), and otherwisein any mannerdetermined satisfies $ the Members satisfysaid Regulation. to Deductions underTreasury Partner Non-RecourseDeductions. PartnerNon-Recourse to Regulation tor any fiscalyear shall be allocated the Memberswho bear 51.704-2(iX2) Debt to which such the economicrisk of loss with respectto the PartnerNon-Recourse







Partner Non-Recourse Deductions are attributable in accordance with Treasury Regulation 1.704-2(iX1 S ). Article lV - Management Manager by 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 herebyappointed the sole initialManagerof the Company, as withinthe meaningof the Act, to serve in such capacitywithoutfurther electionby the Members until he resigns or is removedas Manageror until the Companydissolves, whichever occursfirst. 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 distributed liquidated, or and all liquidation proceedshave been distributed, regardlessof the actual date of dissolution the Company under the Act. The Membersshall determinethe of Managers'terms, duties, compensation benefits, any. and if General Powers of Manager: The Manageror Managersshall have the sole authority conduct to the businessof the Companyand to do all acts to operatesuch business, subjectonly to the limitations expressly containedin this Agreement. Notwithstanding foregoing, Managermay the the 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. Limitations. Notwithstanding other provisions this Operating any of Agreement, act shall be no taken,sum expended, decision made,obligation incurred, powerexercised any Manager or by on behalfof the Company,except by the vote or resolution MembersowningsufficientUnitsto take of such actionat a meetingof all Members, with respectto: 4.3.1 any purchase, lease,exchange otheracquisition any realor personal property or of or repairsor maintenance thereto,or any otherproposed expenditure with a value in excess of $500,000.00(this shall not precludethe Managerfrom refinancingor extending any existing debt of the Companywithoutthe consentof the Members); the admission a member; of any mergeror acquisition anotherentity; of any amendmentor restatementof the Company'sassets for the benefit of petition the Company; creditors filinga voluntary or bankruptcy by any matter that could result in a change in the amount or characterof the Company's capital; any changein the compensation a Manager of that is also a Member; the commissionof any act that would make it impossible the Companyto for



4.3.2 4.3.3 4.3.4


4.3.6 4.3.7

carry itsordinary on business affairs; and

4.3.8 4.3.9 Agreement, any act that wouldcontravene provision the Articles, any of Operating or the Act; the dissolution the Company; of

4.3.10 the issuance additional of Unitsby the Company;


4.3.11 A transactioninvolvingan actual or potentialconflict of interest between a Memberand the Company; 4.3.12 An amendment the Articles Organization this Operating to of or Agreement; and 4.3.13 Any other actionrequiring vote of the membersas providedin the Articles, a the Act, or this Operating Agreement. 4.4 Request for Input. Priorto takingany actionwithinthe Manager's (for authority which no vote of the Members required), Manager is the may solicit inputfrom someor all of the Members.The opinions of the Members shall be for the Managers considerationin determiningwhether to take the contemplated actionand shallnot bindor restrict Manager. the Standardof Care; Liability. EveryManager in shalldischarge or her dutiesas a manager good his prudentperson in a like positionwould exerciseunder similar faith, with the care an ordinarily circumstances, and in a mannerthe Managerreasonably believesto be in the best interests the of Company.A Manager shallnot be liable any monetary for damages the Company any breach to for of such dutiesexceptfor (a) receiptof a financial benefitto whichthe Manageris not entitledor (b) a knowingviolationof the law where such violationresultedin a financialloss to the Companyor Members. In discharging or her duties,a Managermay rely on information, his reports, opinions, or statements, including, not limited financial but to, statements otherfinancial or data, if prepared (a) or presented any of the following: One or more other Managers Membersor employees by or of the Companywhom the managerreasonably believesto 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; (c) A committee Managers which he or she is not a memberif the Manager of of of reasonablybelievesthe committeemerits confidence. The Manager may not rely on such information, opinions, reports, statements the Managerhas knowledge or if concerning matter the permitted this Sectionunwarranted. in question that makesreliance otherwise in Removal of Managers. A Managermay be removedwith or withoutgood cause,by a majority vote of all of the Members,disregarding membership the interestof any Manage(s) subjectto a removal vote. Article V - Meetingsof the Members 5.1 Meetinqs. The Companyshall not have regularly scheduled meetingsof its Members;however, meetingsof the Membersmay be calledby Membersrepresenting the aggregate least50% in at of the totaloutstanding Unitsof the Company.A meetingshall be properly calledwhen Members with an aggregate at least50% of the total Unitsgivewrittennoticeto the Memberssetting forth of theirdesireto holda meetingand the reasontherefor. Subiect of Meetinqs. At a properlycalledmeeting,the Membersmay vote on any matterfor whicha vote is required the Act, the Articles, this Operating the by or Agreement, including actions set forth in Section 4.3 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 description the purposesfor which the of 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 with than sixty (60), days beforethe date and time of the meeting. This noticemay be included the noticecallingthe meetingas providedin 5.1. A Membermay waive noticeof any meeting, beforeor afterthe date of the meeting, delivering signedwaiverto the Companyfor inclusion by a in in the minutesof the Company.A Member's at attendance any meeting, personor by proxy: (i) waives objectionto lack of noticeor defective noticeof the meeting,unlessthe Memberat the





beginning the meetingobjectsto holdingthe meetingor transacting of businessat the meeting; and (ii)waivesobjection consideration a particular to of matterat the meetingthat is not withinany purposedescribedin the meetingnotice,unlessthe Memberobjectsto considering matter the when it is presented. 5.4 Record Addresses. The addresses the Membersshall be the following of untilwrittennoticeof any subsequent changeis delivered the Company. to Gretchen Preston, Trusteeof the Gretchen Preston Revocable Trustu/a/dDecember 2003 8, 4660 W. Ellsworth Road Ann Arbor,Michigan 48103 GregoryP. Meisner, Trusteeof the GregoryP. Meisner Revocable Trust u/a/dDecember 2003 8, 4660 W. Ellsworth Road Ann Arbor,Michigan 48103 4531 Concourse, LLC c/o Gretchen Preston, President Gretchen's of House,Inc. 5864 InterfaceDrive,Suite C Ann Arbor,Michigan 48103 5.5 Record Date. The recorddate for the purposeof determining Membersentitled noticeof a the to Members' meeting, demanding meeting, voting,or for takingany otheractionshallbe the for a for (60th)day priorto the date of the meetingor otheraction. sixtieth Proxv Vote. A Membermay appointa proxyto vote or othenryise for the Memberpursuant act to a writtenappointment form executed the Memberor the Member's by duly authorized attorney-infact. An appointment a proxy is effectivewhen receivedby the Company. The generalproxyof of a fiduciary is given the same effect as the general proxy of any other Member. A proxy appointment validfor twelve(12) monthsunlessotherwise is expressly statedin the appointment form. Number of Votes. Each Membershallhaveone votefor each Unitownedby him or her as of the recorddate. At any meetingof Members, presence Membersentitled cast 100%of the total of to votes constitutes quorum. Unless otherwiseprovidedin this Agreementor the Articlesof a 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 purchaser assignee a Member'sinterest the Companyshall not be entitled or of in to vote or participate any mattersat any meetingunlesssuch assigneebecomesa substitute on Memberas provided ArticleVl hereof. in Written Gonsent. Any actionrequired permitted be taken at a Membersmeetingmay be or to taken withouta meetingif the action is taken by the MembersholdingsufficientUnits to take actionat a meetingof all of the Members. The actionmust be evidenced one or more written by consentsdescribing the actiontaken or to be taken, signed by the Membersholdingsufficient Unitsand delivered the Company inclusion the minutes. to for in Participation. Any or all Membersmay participate any Membersmeetingby, or throughthe in hear use of, any meansof communication whichall Membersparticipating may simultaneously by is each other duringthe meeting. A Memberso participating deemedto be presentin personat the meeting. Administration of Meetinqs. At any Membersmeeting,the Managershall appointa personto presideat the meetingand a personto act as secretaryof the meeting. The secretaryof the







meetingshall prepareminutesof the meetingwhich shall be placed in the minute book of the Company. Article Vl - Transfer of Interest 6.1 provided this Agreement, Membersshall not Transfers Durinq Life. Exceptas otherwise in the sell, encumber, transfer, assign,or otherwise disposeof all or any part of their Unitsduringtheir provided, lifetimes; however, each Memberis free to transferand assignall or part of his or her Unitsas follows: (1) trustee To an inter-vivos trust,whichby its terms provides that the Memberis the grantor, for and beneficiary all of the trustincome, of and whereinhe or she has retained his or her with all own life the powerto revokethe trust in full, and such trust is in full compliance provisions this Agreement.The primarypurposeof the trust must be to avoidprobate of on the assets held by the trust on the day the Member dies, and the transfer and assignment the Unitsmust be for no consideration. of The Unitstransferred or held by to any such trust shall continue be governedand boundby the terms of this Agreement, to whetheror not the termsof the trustare subsequently amendedin any way; or To a Member'slinealdescendants, to the linealdescendants the Settlorof a Trust or of that is a Member.



Proposed Sales or Other Dispositions of Units. In the eventa Memberreceives "bonafide" a offer in writingto sell or otherwise disposeof his or her Units,and said Memberdesiresto sell said Unitsaccording the terms of said offer,he or she shall give writtennoticethereofto the to purchaser priceand terms. Company("Notice") the proposed of and the purchase Upon receiptof the Notice, the Companyshallthereupon have 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 purchase the sellingMember's Units,then after the expiration such sixty (60) day period,the sellingMembermay sell his or of her Unitsto the bona fide purchaser only at the priceand upon the terms statedin said bona but fide offeras it was communicated the Company. lf eitherthe priceor the termsof the bonafide to offer changefrom the priceand termsstatedin the Notice, then the Companyshallagainhavean optionto purchase the Unitsat the new priceand terms,and the provisions this Paragraph 6.2 of shallagainbe complied with by the sellingMember.


Purchaser'sStatus as a Member. ln the eventthat a Membersellsor assignsall or part of his or her interest the Company, purchaser assignee such interest in the to or of shallbe entitled all of the rightsand privileges a Memberof the Company of writtenconsentof only uponthe unanimous all of the remaining Members. In the eventthat all of the remaining Membersdo 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 Paragraph and Paragraph 6.3 trust 6.4, an inter-vivos describedin Paragraph6.1 above shall not be considereda purchaseror assignee,and the Grantorthereofshall remaina Member,so long as all of the requirements Paragraph are of 6.1 complied with. Seller's Status as a Member. Whenevera Membersells or assignsall of his or her interestin the Company, regardless whetherthe purchaser assignee of thereofbecomesa Memberof the or Company,such sellingMembershall cease to be a Memberof the Company. Notwithstanding the preceding, every transferee a Member'sinterestmust executean acknowledgment and of precedent consentto be bound by the terms and provisions this Agreement a condition to of as becominga Memberwith the attendant rights,benefitsand obligations such membership.No of



transfer, whether by sale, bequest or otherwise shall be effective until the execution of such acknowledgment consent. and Article Vll - Dissolution and Winding Up 7.1 Dissolution. The companymay be dissolved onlyas provided the Act. in Liquidation. Uponthe dissolution the Gompany, Membersshallliquidate assetsof the of the the Company, applyand distribute proceeds the thereofas provided this Agreement by and causethe cancellation the Company's of Articles Organization. of Distribution in Liquidation. Uponthe dissolution the Companyand incident the winding-up of to of the Company's business and affairs, Membersshallpay or make provision the payment the for 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 unforeseen liabilities and obligations may, in the Members'discretion, deposited a bank or be in trust companyupon such terms and for such periodof time as the Membersmay determine. Following the paymentof or provision the liabilities the Companyas providedabove,the for of remaining assetsof the Companyshall be distributed the following in order of priority: (i) to the paymentof the Membersof any amountsthen distributable them underthis Agreement; to and (ii) any remaining assetsshall then be allocated the Membersproportionately accordance to in with the numberof Unitsownedby them. Article Vlll - Indemnification 8.1 Indemnificationof Members. The Companyshall indemnify and hold harmlessa Memberwho is also a Manager from and againstany and all losses,expenses, claimsand demandssustained judgments, by reasonof any acts or omissions allegedacts or omissions Manager, or as including penalties, settlements, fines or expensesincurred a proceeding whichthe Memberis a party in to or threatenedto be made a party because he or she is or was a Manager. However,the Companymay not indemnify the Member if, after a factualfinding by a competentcourt, it is determined that the Memberdid any of the following: (1) Received financial a benefitto whichthe Memberwas not entitled eitherunderthe Act or underthisAgreement; The Membervotedfor or assented a distribution violation Section307 of the Act or to in of thisAgreement; or The Memberwillfully violated law. the




(3) 8.2

No Liabilitv. A Membershall incur no liability the Companyor to any of the Membersas a to resultof engaging any other business ventureregardless whethersuch other business in or of or venturecompeteswith the Companyor whethersuch Memberis active in the management or business such other business venture. Neitherthe Companynor any of the Membersshall of or have any right by virtue of this OperatingAgreementor any applicable law in or to the other businessventuresof a Memberor to the income,gains,losses,deductions and creditsderived therefrom any Member. by Article lX - Amendments


Amendments. Amendments this Agreementmay be proposedby any Memberor Members to holdingat least250 Units. Following such proposal, said Membersshallsubmitto the Membersa providing that counselfor the Company written,verbatimstatement any proposed amendment, of as to amendment to form. Said Membersshall shall have the opportunity approvethe proposed


seek the writtenvote of the Memberson the proposed amendment shallcall a meetingto vote or thereon. A proposed amendment shallbe adopted and be effective an amendment heretoonly as if it receives unanimous the vote of the holders all Units. of 9.2 Restrictions of Amendments. Notwithstanding Paragraph hereof,this Agreement 9.'l shall not be amendedwithoutthe consentof each Memberadversely affectedif such amendment would alterthe interest a Memberin profits, of losses,Companydistributions votingrights. or Article X - Miscellaneous 10.1 Governinq Law. This Agreementshall be governedby and construedin accordance with the lawsof the Stateof Michigan, withoutregardto any conflict law provisions. of Entire Agreement. This Agreementcontainsthe entire understanding among the partiesand supersedes any previousunderstanding and agreements betweenthem respecting the subject matter of this Agreement. There are no representations, agreements,arrangements,or understandings, or written,betweenor among the partiesto this Agreement, oral relating the to subjectmatterof this Agreement, that are not fullyexpressed thisAgreement. in Severabilitv. This Agreementis intended be performedin accordance to with, and only to the extent permitted all applicable by, laws,ordinances, rules,and regulations the jurisdictions in of which the Companydoes business. lf any provision this Agreementor its application any to of 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 permitted law. by Notices. Noticesto Membersor to the Companyshall be deemed to have been given when mailed,by prepaidregistered certified mail,addressed set forth in this Agreement as set or as or given in writing by the addresseeto the forth in any notice or change of address previously addresser. Captions. The sectiontitlesor captions in are for contained this Agreement provided the sake of convenience onlyand shallnot be deemedpartof the contextof this Agreement. Number and Gender. All of the terms and words used in this Agreement,regardless the of numberand genderin which they are used,shall be deemedand construed includeany other to number,singularor plural,and any othergender,masculine, feminineor neuter,that the context or sense of this Agreement may require, if the words had been fullyand properly as writtenin the number and gender.




10.5 10.6

lN WITNESSWHEREOF,the partieshereto have executedthis Agreementas of the day and year writtenabove.

of the Gretchen Preston RevocableTrust u/a/d December8, 2003

.DV 8, Trust u/a/dDecember Trusteeof the GregoryP. MeisnerRevocable GREGORY P.'MEISNER,




PRESTON, Presidentof Gretchen'sHouse, lnc.




Initial Units

Initial Profit Interest



Trustee theGretchen of Preston Revocable Trustu/a/d December B, 2003 Gregory P. Meisner, Trusteeof the Gregory P. Meisner Revocable Trustu/a/dDecember 8, 2003 5,000


* 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.



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