OPERATINGAGREEMENT

OF
FIRSTFINANCIALINVESTMENTGROUP,LLC
aCaliforniaLimitedLiabilityCompany
This Operating Agreement (this Agreement) of First Financial Investment Group, LLC (the
Company) is entered into as of the date set forth on the signature page of this Agreement by each of the
Members listed on Exhibits A-1 and A-2 of this Agreement.
A. The Members have formed the Company as a California limited liability company. The
Members hereby adopt and approve the Articles of Organization of the Company filed with the California
Secretary of State.
B. The Members enter into this Agreement to provide for the governance of the Company and the
conduct of its business, and to specify their relative rights and obligations.
ARTICLE 1:
FORMATION AND DEFINITIONS
1.1 Formation. The Company was formed on March 16, 2015 in accordance with the provisions
of the Act. A Person shall be admitted as a Member at the time that (a) this Agreement is executed by or
on behalf of such Person and a Subscription Agreement which has been executed by such Person is
accepted and countersigned by the Managing Member and (b) such Person is listed by the Managing
Member as a Member on Exhibits A-1 or A-2 attached hereto.
1.2 Name. The business and affairs of the Company shall be conducted under the name First
Financial Investment Group, LLC or FFIG or such other name as the Members may from time to time
determine. The Managing Member shall cause to be filed and published on behalf of the Company such
assumed or fictitious business name statement or statements as may from time to time be required by law.
1.3 Principal Place of Business. The registered office of the Company shall be located at such
location as the Managing Member may from time to time designate. The Company also may have such
offices anywhere as the Managing Member may from time to time determine or the business of the
Company may require. Currently, the registered office of the Company shall be located at: 7000 East
Slauson Ave, Commerce, CA 90040.
1.4 Registered Agent. The registered agent of the Company for service of process in California
shall be as stated in the Articles of Organization or as otherwise determined by the Managing Member.
1.5 Objects and Purpose. The objects and purposes of the Company (the Business) are: (i) to
invest funds to primarily purchase foreclosure properties, hire third-party companies to handle both the
renovation and resale of the purchased property for a profit, if any, (ii) the Company may also make both
consumer and commercial loans pursuant to the types of loans allowed under the California Finance
Lenders License, (iii) to engage in such other activities and transactions as may be necessary, appropriate,
proper, incidental to, or advisable in connection with and in furtherance of the accomplishment of the
foregoing objects and purposes of the Business; and (iv) such other purposes as the Members may

determine from time to time and for which a limited liability company may be organized under the
California Revised Uniform Limited Liability Company Act codified in the California Corporations Code,
Section 17701.01 et seq. (the Act).
In furtherance of the purposes specified in Section 1.5, subject to the restrictions set forth in
Section 4.1 below, the Managing Member is hereby authorized and empowered to do or cause to be done
any and all acts deemed by the Managing Member, in its sole discretion, to be necessary or advisable in
furtherance of the purposes of the Company, including without limitation the power and authority to:
A.
Establish, maintain or close one or more offices and in connection therewith to
rent or acquire office space and to engage personnel;
B.
Form one or more subsidiary entities to facilitate the development, exploitation,
marketing, and other activities in furtherance of the Companys Business;
C.
Open and maintain bank checking accounts on behalf of the Company and
designate signatories on such accounts;
D.
Acquire, purchase, license, improve, alter, replace, develop and otherwise deal
with rights to the Company products and services as the Managing Member determines is necessary or
appropriate for the Business;
E.
Sell, exchange, lease, license, exploit or otherwise dispose of any rights that are
owned by or licensed to the Company;
F.
Enter into agreements on behalf of the Company with real estate brokers, lenders,
housing developments, auctioneers, or other third parties in exchange for such parties assistance in
meeting the Companys business objective. Such agreements may include, but are not limited to, flat fee
arrangements, commission or referral fee arrangements;
G.

Choose locations where the Company will acquire property or provide its

services;
H.
Create and modify budgets for the acquisition, development, and resale of
property, as well as for potential commercial loans made by the Company;
I.
Borrow money from any party, including the Managing Member or any Member
or their respective Affiliates, issue evidences of indebtedness in connection therewith, refinance, increase
the amount of, modify, amend or change the terms of, or extend the time for the payment of, any
indebtedness or obligation of the Company, and secure such indebtedness by pledge, security interest or
other lien on Company assets;
J.

Create and issue securities of the Company, subject to the limitations set forth in

this Agreement;
K.
Guarantee the payment of money or the performance of any contract or
obligation of any Person in furtherance of the Companys business;
L.
Sue on, defend or compromise any and all claims or liabilities in favor of or
against the Company; submit any or all such claims or liabilities to arbitration; and confess a judgment
against the Company in connection with any litigation in which the Company is involved;

M.
Engage, employ, or dismiss from engagement or employment and make other
decisions concerning Company consultants and employees, including fees, salaries, bonuses, benefits and
other remuneration;
N.
Retain legal counsel, auditors and other professionals in connection with the
Companys Business and to pay therefor such remuneration as the Managing Member may determine;
O.
Sell, exchange or otherwise dispose of all, or substantially all, of the Companys
assets occurring as part of a single transaction or plan, or in multiple transactions; and
P.
Otherwise deal in any reasonable manner with the Companys assets.
1.6 Term. The term of existence of the Company shall commence on the effective date of the
filing of the Articles of Organization with the California Secretary of State (March 2015), and shall
continue until terminated in accordance with the provisions of this Agreement or otherwise dissolved
pursuant to the laws of the State of California.
1.7 Tax Status. The Members intend the Company to be a limited liability company under the
Act, classified as a partnership for federal and, to the maximum extent possible, state income tax
purposes. Neither the Managing Member nor any Member shall take any action inconsistent with the
express intent of the parties to this Agreement.
1.8 Limited Liability. No Member or Managing Member shall be obligated personally for any
or all of the debts, obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, solely by reason of being a Member or acting as a Managing Member of the Company, except
to the extent required by the Act.
1.9 Payments on Individual Obligations. The Companys credit and assets shall be used solely
for the benefit of the Company, and no asset of the Company shall be transferred or encumbered for, or in
payment of, any individual obligation of a Member.
1.10 Title to Company Property. All property owned by the Company, whether real or personal,
tangible or intangible, shall be deemed owned by and in the name of the Company as an entity, and no
Member, individually, shall have any ownership interest in any such property, except in the capacity of a
Member. Each Members interest in the Company shall be deemed personal property for all purposes.
1.11Definitions. Capitalized terms used in this Agreement have the meanings specified in this
Article 1 or elsewhere in this Agreement and if not so specified, have the meanings set forth in the Act.
Additional Member shall have the meaning set forth in Section 7.5A.
"Affiliate" shall mean any individual, partnership, corporation, trust or other entity or
association, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under
common control with the Member. The term "control," as used in the immediately preceding sentence,
means, with respect to a corporation or 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, other entity or

association, the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of the controlled entity.
Agreement means this Operating Agreement of the Company, as may be amended
from time to time.
Available Cash shall mean (a) all gross receipts of the Company, including, but not
limited to, cash on hand resulting from all of the Companys business operations and activities including,
without limitation, the sale, exchange, condemnation, or other disposition or refinancing of any portion of
the assets of the Company or otherwise, and amounts no longer required for reserves, but excluding
Capital Contributions, less (b)(i) all cash expenditures and disbursements of the Company, including,
without limitation, expenses for business operations and activities, expenses for repairs and maintenance,
retentions for acquisitions and capital improvements and replacements, and all other cash expenditures
related to the business, activity or operations of the Company, and (ii) the establishment of such reserves
as determined by the Managing Member to be reasonably necessary to maintain the Company in sound
financial condition including but not limited to setting aside funds needed to provide Preferred Returns
payable as provided in Section 3.2.1.1.
Capital Account means, with respect to any Member, an account consisting of such
Members Capital Contribution, (1) increased by such Members allocated share of income and gain, (2)
decreased by such Members share of losses and deductions, (3) decreased by any distributions made by
the Company to such Member, and (4) otherwise adjusted as required in accordance with applicable tax
laws.
Capital Contribution means, with respect to any Member, the total value of (1) cash
and the fair market value of property other than cash and (2) services that are contributed and/or agreed to
be contributed to the Company by such Member, as listed on Exhibit A-1 or Exhibit A-2, as may be
updated from time to time according to the terms of this Agreement.
Class A Member means any Person named as a Class A Member of the Company on
Exhibit A-1. The Class A Member shall own a total of one (1%) percent of the Company.
Class B Member means any Person named as a Class B Member on Exhibit A-2, who
shall have no voting rights with respect to the management of the Company.
Class A Units means Units representing a Membership Interest in the Company as a
Class A Member. There shall only be one (1) Class A Unit in the Company representing one (1%) percent
ownership in the Company.
Class B Units means non-voting Units representing Membership Interest in the
Company as a Class B Member. There shall be a maximum total of three-hundred (300) Class B Units of
the Company available for Members to acquire, representing in total ninety-nine (99%) percent
ownership in the Company. Each Class B Unit shall represent 0.33% Membership Interest in the
Company, assuming that all Class B Units are issued by the Company.
Closing means a closing at which Members acquire Units in the Company.
Covered Person means the Managing Member, the Members and their respective
Affiliates (other than the Company), the shareholders, controlling Persons, officers, directors (including
the Board of Directors), partners, employees and agents of the Managing Member.

Exhibit means a document attached to this Agreement labeled as Exhibit A, Exhibit

A-1, Exhibit B, and so forth, as such document may be amended, updated, or replaced from time to
time according to the terms of this Agreement.

"Fiscal Year" shall mean the Company's fiscal year, which shall be the calendar year
unless otherwise determined by the Managing Member.
Investment Company shall mean any Person that comes within the definition of
investment company contained in the Investment Company Act.
Investment Company Act shall mean the U.S. Investment Company Act of 1940, as
the same may be amended from time to time.
Lockup Period shall mean the amount of time a Class B Member is not allowed to
withdraw his or her Capital Account Balance. The duration of the Lockup Period shall depend on the
Investment Term the Class B Member chooses (as defined in Section 3.2.1.1). Such Lockup period shall
be either for 180 days for Six-Month Investment Term; 365 days for One-Year Investment Term; or 730
days for Two-Year Investment Term. All Lockup Periods shall commence upon the date the Member
becomes a Class B Member.
Managing Member means each Class A Member who has authority to vote and
manage the business and affairs of the Company pursuant to this Agreement.
Member means each Person who acquires a Membership Interest pursuant to this
Agreement. The Members are listed on Exhibit A-1 and Exhibit A-2, as may be updated from time to time
according to the terms of this Agreement. Each Member has the rights and obligations specified in this
Agreement.
Membership Interest means the entire ownership interest of a Member in the
Company at any particular time, including the right to any and all benefits to which a Member may be
entitled as provided in this Agreement and under the Act, as the same may be amended from time to time,
together with the obligations of the Member to comply with all of the terms and provisions of this
Agreement.
"Net Profits" and "Net Losses" shall mean the income, gain, loss, deductions, and
credits of the Company in the aggregate or separately stated, as appropriate, determined in accordance
with generally accepted accounting principles employed under the method of accounting at the close of
each fiscal year on the Company's information tax return filed for federal income tax purposes.
Non-Voting Member means each Class B Member.
Percentage Interest means, with regard to Class B members, the percentage of
ownership in the Company that, with respect to each Member, entitles the Member to a Membership
Interest and is expressed as either:
A. If ownership in the Company is expressed in terms of percentage, the percentage set
forth opposite the name of the Member on Exhibit A-2, as may be adjusted from time to time
pursuant to this Agreement; or
B. If ownership in the Company is expressed in Units, the ratio, expressed as a
percentage, of:

(1)

the number of Units owned by the Member (expressed as MU in the

equation below) divided by

(2)

the total number of Units owned by all of the Class B Members of the
Company (expressed as TU in the equation below), and

(3)

multiplied by 99%

Percentage Interest = MU / TU x 99%

With regard to the Class A Member, Percentage Interest shall mean 1% ownership of the Company as set
forth in the definition of Class A Unit in Section 1.11
Person means an individual (natural person), partnership, limited partnership, trust,
estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.
Power of Attorney means the Power of Attorney granted to the Managing Member by
the Members pursuant to Section 11.1.
Securities shallmeansharesofcapitalstock,partnershipinterests,limitedliability
companyinterests,warrants,options,bonds,notes,debenturesandotherequityanddebtsecuritiesand
interestsofwhateverkindofanyPerson,whetherornotpubliclytradedorreadilymarketable.
SecuritiesAct shallmeantheSecuritiesActof1933,asthesamemaybeamended
fromtimetotime,andtherulesandregulationsoftheSecuritiesandExchangeCommissionthereunder.
SubscriptionAgreementshallmeantheseveralSubscriptionAgreementsenteredinto
bycertainClassBMembersinconnectionwiththeirpurchasesofClassBUnits.
Units mean, if ownership in the Company is expressed in Units, units of ownership in
the Company, that, with respect to each Member, entitles the Member to a Membership Interest which, if
applicable, is expressed as the number of Units set forth opposite the name of each Member on Exhibit A1 for the Class A Member and opposite the name of each Member on Exhibit A-2 for Class B Members,
as may be adjusted from time to time pursuant to this Agreement.
1.12 Discretion. Whenever in this Agreement a Person is permitted or required to make a
decision (a) in its sole discretion or discretion or under a grant of similar authority or latitude, such
Person shall be entitled to consider only such interests and factors as it desires, including its own interests,
or (b) in its good faith or under another expressed standard, such Person, shall act under such express
standard and shall not be subject to any other or different standard imposed by any other agreement or by
relevant provisions of law or in equity or otherwise.
ARTICLE 2:
CAPITAL CONTRIBUTIONS,
CAPITAL ACCOUNTS, AND LIMITED LIABILITY
2.1 Initial Capital Contributions. The names of all Members and each of their respective
addresses, initial Capital Contributions, and Percentage Interests must be set forth on Exhibits A-1 and A-

2. Each Member has made or agrees to make the initial Capital Contribution set forth next to such
Members name on Exhibit A-1 and A-2 to become a Member of the Company.
2.2 SubsequentCapitalContributions. Members are not obligated to make additional Capital
Contributions unless approved by the Managing Member. If subsequent Capital Contributions are
approved by the Managing Member in a consent in writing, the Members may make such additional
Capital Contributions on a pro rata basis in accordance with the ratio of each Members respective
number of Units divided by the total number of Units owned by all of the Members or as otherwise
approved by the Managing Member.
2.3 CapitalAccounts.Individual Capital Accounts must be maintained for each Member, unless
(a) there is only one Member of the Company and (b) the Company is exempt according to applicable tax
laws. Capital Accounts must be maintained in accordance with all applicable tax laws. The initial balance
of each Members Capital Account shall be equal to the amount of such Members initial Capital
Contribution.
2.4LimitedLiability;NoAuthority. A Member will not be bound by, or be personally liable
for, the expenses, liabilities, debts, contracts, or obligations of the Company, except as otherwise provided
in this Agreement or as required by the Act. Unless expressly provided in this Agreement, no Member,
acting alone, has any authority to undertake or assume any obligation, debt, or responsibility, or otherwise
act on behalf of, the Company or any other Member.
ARTICLE 3:
ALLOCATIONS AND DISTRIBUTIONS
3.1Allocations.
3.1.1TimingofAllocationsofNetProfitsandNetLosses.Unless otherwise agreed to by the
unanimous consent of the Members, any profits and losses will be allocated to the Members at the end of
the Companys Fiscal Year. For those Class B Members who have delivered their 60-day prior written
notices pursuant to Section 3.2.2, any profits and losses will be allocated to the Members through the day
that the Members Membership Interest is reacquired by the Company and the Member receives the
return of their Capital Account balance (as of the effective date of the Members Investment Term
pursuant to 3.2.1.1).
3.1.2 Allocation of Net Profits. Unless otherwise agreed to by the unanimous consent of the
Members, Net Profits of the Company will be allocated for book and tax purposes based on the following
terms:
A. 100% to Class B Members in accordance with their share and up to the total amount of the
Preferred Return as defined in 3.2.1.1 below; then
B. 100% to Class A Member.
3.1.3 Net Losses. Net Losses will be allocated to Members based on the following terms:
A. First, to the extent that a Members Capital Account exceeds its initial Capital
Contribution (an Excess Profit Balance) as of the last day such applicable Lockup Period
expires or as of the last day of the Fiscal Year, in the same proportion that such Members

Excess Profit Balance bears to the Excess Profit Balance of all Members, until all such
Excess Profit Balances are reduced to zero;
B.
Second, to the Members in proportion to their positive Capital Account balances as of the
last day such applicable Lockup Period expires or as of the last day of the Fiscal Year, until
such balances are reduced to zero; and
C.
The balance, if any, to the Members in proportion to their Capital Contribution, as finally
calculated and determined as of the last day such applicable Lockup Period expires or as of
the last day of the Fiscal year.
No losses shall be allocated to any Member to the extent that such losses would result in
adjusted Capital Account deficit. Any losses disallowed under the foregoing sentence shall
reallocated among the remaining Members.

an
be

3.2 Distributions.
3.2.1DistributionofAvailableCash.Unless otherwise agreed to by the unanimous consent of
the Members, distributions of Available Cash will be allocated based on the following terms:
A. 100% to Class B Members in accordance with their share and up to the total amount of the
Preferred Return as defined in 3.2.1.1 below; then
B. 100% to Class A Member.
3.2.1.1PreferredReturnforClassBMembers.EachClassBMembershallreceivemonthly
cashdistributionsonthepreferredreturnoftheClassBMembersCapitalContribution(collectively,the
termsdescribedunderthisSection3.2.1.1shallbereferredtoasthePreferredReturn(s)).EachClassB
Memberwillhavetheoptiontoelectoneofthreedifferentinvestmentterms(theInvestmentTerm(s))
(describedherein)foreachClassBUnit,andeachoptionwillhavedifferentpreferredpercentagereturns.
Currently,investorswillhavetheoptiontochoosefromthefollowingInvestmentTermsfortheClassB
Units:
(1) SixMonthInvestmentTerm,yieldinga6.75%annualPreferredReturn,payablemonthly
(2) OneYearInvestmentTerm,yieldinga7.25%annualPreferredReturn,payablemonthly
(3) TwoYearInvestmentTerm,yieldinga8.0%annualPreferredReturn,payablemonthly

3.2.2 Distribution for Members Withdrawal of Capital Account Balance. Except as

otherwise expressly provided in this Agreement, distributions for Class B Members Withdrawal of
Capital Account balance shall be made to the Members, in such amounts and at such intervals according
to the terms below:
Each Class B Member shall have the option to request a withdrawal for an amount equal to
all of their Capital Account balance (as of the last date of allocation pursuant to Section 3.1),
along with all undistributed Preferred Return payable within 90 days after the Class B

Members applicable Lockup Period expires, provided that the Class B Member provides 60
days advance written notice from the Class B Members applicable withdrawal date.
Members who have been with the Company for longer than 6 months are also permitted to
request an extension of their investment of an additional 6 months or any other Investment
Term available.
In order for a Member to withdraw from his/her Capital Account, he/she must provide the
Company with a 60-day prior written notice from the date the applicable Lockup Period
expires indicating that he/she intends to withdraw his/her Capital Account balance. Within 90
days after the applicable Lockup Period expires, the Company shall distribute the Class B
Members Capital Account. If the Class B Member does not provide his/her 60-day advance
written notice to the Company, the Managing Member, in its sole discretion, may either
reinvest the Class B Members investment for another applicable Investment Term, or
distribute the Class B Members Capital Account balance at any time after the 90-day Lockup
Period expires.
3.3 Tax Distributions. The Company shall use reasonable efforts to distribute to the Members, net
of any withholding, in proportion to their Membership Interests in respect of each Fiscal Year of the
Company at least an amount which equals (i) the net taxable income of the Company multiplied by (ii)
the Maximum Tax Rate. The Maximum Tax Rate for a Fiscal Year shall mean the maximum combined
effective Federal, state and local income tax rate for such Fiscal Year (taking into account the
deductibility of state income taxes for Federal income tax purposes). Members will be responsible for
payment of their own taxes for distributions received, subject to if the Company has available cash to pay
their Preferred Return.
3.4 LimitationsonDistributions.The Company shall not be required to make a distribution to a
Member if, after giving effect to the distribution:
A. The Company would be unable to pay its debts as they become due in the usual course
of business; or
B. The fair value of the Companys total assets would be less than the sum of its total
liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of Members, if any, whose preferential
rights are superior to those of the Members receiving the distribution.
ARTICLE 4:
MANAGEMENT
4.1 Management.
A. Generally. Subject to the terms of this Agreement and the Act, the business and
affairs of the Company will be managed by the Managing Member, who shall be First Financial
Management Group, LLC, a California limited liability company.
B. ApprovalandAction. Unless greater or other authorization is required pursuant to
this Agreement or under the Act for the Company to engage in an activity or transaction, all activities or
transactions must be approved by the Managing Member to constitute the act of the Company or serve to

bind the Company.

C. Certain Decisions Requiring Authorization. Notwithstanding 4.1(B) above, the
following matters require an affirmative written consent of the Managing Member to constitute an act of
the Company:
(i) With the exception of a transfer of interest governed by Article 7 of this Agreement,
the admission of a new Member or a change in any Members Membership Interest
or Percentage Interest in any manner other than in accordance with this Agreement;
(ii) The merger of the Company with any other entity or the sale of all or substantially all
of the Companys assets; and
(iii) The amendment of this Agreement.
4.2 MeetingsofManaging Member.Regular meetings held by the Managing Member are not
required, but may be held at such time and place as the Managing Member deems necessary or desirable
for the reasonable management of the Company. Meetings may take place in person, by conference call,
or by any other means permitted under the Act. In addition, Company actions requiring a vote of the
Managing Member may be carried out without a meeting if all of the Managing Member consents in
writing to approve the action.
4.3 Officers.The Managing Member is authorized to appoint one or more officers from time to
time. The officers will have the titles, the authority, exercise the powers, and perform the duties that the
Managing Member determines from time to time. Each officer will continue to perform and hold office
until such time as (a) the officers successor is chosen and appointed by the Managing Member; or (b) the
officer is dismissed or terminated by the Managing Member, which termination will be subject to
applicable law and, if an effective employment agreement exists between the officer and the Company,
the employment agreement. Subject to applicable law and the employment agreement (if any), each
officer will serve at the direction of Managing Member, and may be terminated, at any time and for any
reason, by the Managing Member. The Managing Member initially appoint the Person(s) set forth on
Exhibit B (along with their titles) to serve as officers of the Company.
4.4 No Participation in Management. No Class B Member shall take part in the management
or control of the Companys affairs, transact any business in the Companys name, have no voting rights
in the Company, or have the power to sign documents for or otherwise bind the Company.
4.5 Transactions Between the Company and the Members. The members of the Managing
Member approved by the Company or Member approved by the Company may engage in any transaction
with the Company or any Affiliate or subsidiary of the Company (including, without limitation, the
rendering of any service) that are not required to be provided by the Managing Member in its capacity as
Managing Member of the Company, and may receive compensation in connection therewith as long as the
terms and conditions of such transaction, on an overall basis, are comparable to those that generally are
available in similar transactions from Persons operating at arms length and, in the case of services, from
Persons capable of performing similar services. Without limiting the foregoing, certain principals of the
Managing Member shall render services as agents of the Company, and shall be entitled to receive certain
referral fees/royalties and/or other fees to be paid out in the ordinary course of business of the Company.
4.6 Certain Confidential Information. Notwithstanding anything in this Agreement to the
contrary, the Managing Member shall have the right to keep confidential from the Class B Members, for
such a period of time as the Managing Member deems in good faith to be reasonable, any information that

10

the Managing Member reasonably believes to be in the nature of trade secrets or other information the
disclosure of which the Managing Member in good faith believes is not in the best interest of the
Company or could damage the Company or its business or that the Company is required by law or by
agreement with a third Person to keep confidential.
4.7 Certain Activities of the Managing Member.
A.
Devotion of Time. The Managing Member shall devote to the affairs of the Company
such time as may be reasonably necessary to carry out its obligations hereunder.
B.
Other Activities. The Managing Member shall not have any fiduciary obligations with
respect to the Company or to the other Members insofar as making other business opportunities available
to the Company or to the other Members. The Managing Member may, notwithstanding the existence of
this Agreement, engage in whatever activities as the Managing Member may choose regardless of
whether the activities are competitive with the Company, without having or incurring any obligation to
offer any interest in such activities to the Company or to the other Members. Neither this Agreement nor
any activities undertaken pursuant hereto shall prevent the Managing Member engaging in such activities.
4.8 Liability of Managing Member.
A.
General. The Managing Member has such powers, duties, responsibilities and liabilities
as are set forth herein and in the Act (as modified by the provisions hereof). No Covered Person shall be
liable to the Company or any Member for any act or omission taken or suffered by such Covered Person
in good faith and in the reasonable belief that such act or omission is in or is not contrary to the best
interests of the Company and, if applicable, is within the scope of authority granted to such Covered
Person by this Agreement. No Member shall be liable to the Company or any Member for any action
taken by any other Member. To the extent that, at law or in equity, a Covered Person has duties and
liabilities relating thereto to the Company or to the Members, such Covered Person shall not be liable to
the Company or any Member for its good faith reliance on the provisions of this Agreement. The
provisions of this Agreement, to the extent that they expressly restrict the duties and liabilities of a
Covered Person otherwise existing at law or in equity, are agreed by the Members to replace, to the extent
permitted by law, such other duties and liabilities of such Covered Person.
B.
Reliance. A Covered Person shall incur no liability in acting upon any signature or
writing reasonably believed by such Covered Person to be genuine, may rely on a certificate signed by an
executive officer of any Person in order to ascertain any fact with respect to such Person or within such
Persons knowledge, and may rely on an opinion of legal counsel selected by such Covered Person with
respect to legal matters. Each Covered Person may act directly or through its agents or attorneys. Each
Covered Person may consult with legal counsel, appraisers, engineers, accountants and other skilled
persons of its choosing, and shall not be liable for anything done, suffered or omitted in good faith and
within the scope of this Agreement in reasonable reliance upon the advice of any of such persons. No
Covered Person shall be liable to the Company or any Member for any error of judgment made in good
faith by such Covered Person or its officers or directors. Except as otherwise provided in this Section 4.8,
no Covered Person shall be liable to the Company or any Member for any mistake of fact or judgment by
such Covered Person in conducting the affairs of the Company or otherwise acting in respect of and
within the scope of this Agreement.
C.
No Liability for Return of Capital Contributions. No Covered Person shall be liable for
the return of the Capital Contributions or Capital Account of any Member, and such return shall be made
solely from available Company assets, if any, and each Member hereby waives any and all claims it may
have against each Covered Person in this regard.

11

ARTICLE 5:
ACCOUNTS AND ACCOUNTING
5.1 Accounts. The Company must maintain complete accounting records of the Companys
business, including a full and accurate record of each Company transaction. The records must be kept at
the Companys principal executive office and must be open to inspection and copying by Members during
normal business hours upon reasonable notice by the Members wishing to inspect or copy the records or
their authorized representatives, for purposes reasonably related to the Membership Interest of such
Members. The costs of inspection and copying will be borne by the respective Member.
5.2 Records. The Managing Member will keep or cause the Company to keep the following
business records.
(i) An up to date list of the Members, each of their respective full legal names, last
known business or residence address, Capital Contributions, the amount and terms of
any agreed upon future Capital Contributions, and Percentage Interests;
(ii) A copy of the Companys federal, state, and local tax information and income tax
returns and reports, if any, for the six most recent taxable years;
(iii) A copy of the certificate of formation of the Company, as may be amended from
time to time (Articles of Organization); and
(iv) An original signed copy, which may include counterpart signatures, of this
Agreement, and any amendments to this Agreement, signed by all then- current
Members.
5.3 IncomeTaxReturns.Within 45 days after the end of each taxable year, the Company will
use its best efforts to send each of the Members all information necessary for the Members to complete
their federal and state tax information, returns, and reports and a copy of the Companys federal, state,
and local tax information or income tax returns and reports for such year.
5.4 TaxMattersMember.Anytime the Company is required to designate or select a tax matters
partner pursuant to Section 6231(a)(7) of the Internal Revenue Code and any regulations issued by the
Internal Revenue Service, the Managing Member must designate a tax matters partner of the Company
and keep such designation in effect at all times.
5.5 Banking.All funds of the Company must be deposited in one or more bank accounts in the
name of the Company with one or more recognized financial institutions. The Managing Member is
authorized to establish such accounts and complete, sign, and deliver any banking resolutions reasonably
required by the respective financial institutions in order to establish an account.
ARTICLE 6:
MEMBERSHIP VOTING AND MEETINGS
6.1 No Participation in Management. No Class B Member shall take part in the management
or control of the Companys affairs, transact any business in the Companys name, or have the power to
sign documents for or otherwise bind the Company. No Class B Member shall have the right to vote,

12

including the removal or replacement of the Managing Member.

6.2 MembersandVotingRights. The Class A Member has the right and power to vote on all
matters with respect to which the Articles of Organization, this Agreement, or the Act requires or permits.
Unless otherwise stated in this Agreement (for example, in Section 4.1 C) or required under the Act, the
vote of the Class A Member of the Company is required to approve or carry out an action.
6.3 Meetings of Members. Annual, regular, or special meetings of the Members are not required
but may be held at such time and place as the Members deem necessary or desirable for the reasonable
management of the Company. Meetings may be called by any Class A Member or Class B Members
holding 15% or more of the Class B Percentage Interests, for the purpose of addressing any matters on
which the Members may vote. A written notice setting forth the date, time, and location of a meeting must
be sent at least ten (10) days but no more than sixty (60) days before the date of the meeting to each
Member entitled to vote at the meeting. A Member may waive notice of a meeting by sending a signed
waiver to the Companys principal executive office or as otherwise provided in the Act. In any instance in
which the approval of the Members is required under this Agreement, such approval may be obtained in
any manner permitted by the Act, including by conference call or similar communications equipment.
Any action that could be taken at a meeting may be approved by consent in writing that describes the
action to be taken and is signed by the Class A Member to approve the action. If any action is taken
without a meeting and without unanimous written consent of the Class A Member, notice of such action
must be sent to each Member that did not consent to the action.
ARTICLE 7:
WITHDRAWAL AND TRANSFERS OF MEMBERSHIP INTERESTS
7.1 Withdrawal. No Members may withdraw from the Company prior to the dissolution and
winding up of the Company except by requesting to withdraw the respective members entire Capital
Account balance subject to the provisions outlined in Section 3.2.2 above. No Class B Member may
transfer their Membership Interest.
7.4 Transfers in Violation of Agreement Not Recognized. No attempted transfer or substitution
shall be recognized by the Company, and any purported transfer or substitution shall be void unless
effected in accordance with and as permitted by this Agreement and all applicable federal and state
securities laws. Notwithstanding the foregoing, any Transferee of a Transferring Members Units shall
receive only the economic interest corresponding to such Units, and may be admitted to the Company as a
Substitute Member of the Company (a Substitute Member) only with the consent of the Managing
Member, which consent may be withheld in the sole and absolute discretion of the Managing Member. In
the event of the admission of such Transferee as a Substitute Member, all references herein to the
Transferring Member shall be deemed to apply to such Substitute Member, and such Substitute Member
shall succeed to all rights and obligations of the Transferring Member hereunder. A Person shall be
deemed admitted to the Company as a Substitute Member at the time that the foregoing conditions are
satisfied and such Person is listed as a Member on Exhibit A-1 or A-2 attached hereto.
7.5 Additional Members.
A. Conditions to Admission. Subject to the limitations set forth in Section 7.2 above,
the Managing Member, may schedule one or more Closings on any date during the Term for any
Accredited Investor seeking admission to the Company as an additional Member of the Company (an
Additional Member, which term shall include any Accredited Investor that is a Member immediately

13

prior to such additional Closing and that wishes to increase the amount of its Capital Contribution). An
Accredited Investor shall be deemed admitted to the Company (or have its Capital Contribution
increased) as an Additional Member at the time that the following conditions are satisfied (in the
determination by the Managing Member in the exercise of its good faith judgment) and such Accredited
Investor is listed as a Member on Exhibit A-2 attached hereto:
(i)
The Additional Member shall have executed and delivered such instruments and shall
have taken such actions as the Managing Member shall deem necessary or desirable to effect such
admission or increase, including, without limitation, the execution of a Subscription Agreement
and a counterpart of this Agreement.
(ii)
Such admission or such increase shall not result in a violation of any applicable law,
including the United States federal securities laws, or any term or condition of this Agreement
and, as a result of such admission or such increase, (A) the Company shall not be required to
register as an Investment Company under the Investment Company Act and (B) the Company
shall not become taxable as a corporation or association under the Code.
(iii)
On the date of its admission to the Company or the date of such increase, as the case may
be, such Additional Member shall have paid or unconditionally agreed to pay to the Company,
unless waived by the Managing Member, an amount equal to such Additional Members
aggregate Capital Contribution.
B. Adjustments to Schedule. Upon the admission of an Additional Member, Exhibit A2 (or A-1 if applicable) hereto shall be amended by the Managing Member as appropriate to show the
name and business address of each such Additional Member and the amount of its Capital Contribution or
its increased Capital Contribution, as the case may be, and the Unit/Percentage Interest of such Additional
Member (and any corresponding reductions to each Members Units/Percentage Interest, as applicable).
Within a reasonable time after each Additional Members admission to the Company, a copy of Exhibit A1 and A-2, as so amended, shall be provided to each Member.
C. No Dissolution. Neither the admission of an Additional Member nor an increase in
the amount of an Additional Members Capital Contribution shall be a cause for dissolution of the
Company.
D. Class C Membership. The Company reserves the right to create a Class C (or other
class of ownership interest) not currently set forth in this Agreement or subject to pro-rata purchase by
existing Members. The Class C (or other ownership class) is anticipated to be used for Membership
Interests for key employees, consultants or such other reasons as determined by the Managing Member in
its reasonable business judgment.
ARTICLE 8:
DISSOLUTION
8.1 Dissolution.The Company will be dissolved upon the first to occur of the following events:
(i) The vote of the Class A Members approval to dissolve the Company;
(ii) Entry of a decree of judicial dissolution under the Act;

14

(iii) At any time that there are no Members, unless and provided that the Company is not
otherwise required to be dissolved and wound up, within 90 days after the occurrence
of the event that terminated the continued membership of the last remaining Member,
the legal representative of the last remaining Member agrees in writing to continue
the Company and (i) to become a Member; or (ii) to the extent that the last remaining
Member assigned its interest in the Company, to cause the Members assignee to
become a Member of the Company, effective as of the occurrence of the event that
terminated the continued membership of the last remaining Member;
(iv) The sale or transfer of all or substantially all of the Companys assets;
(v) A merger or consolidation of the Company with one or more entities in which the
Company is not the surviving entity.
(vi) In the event of the bankruptcy or dissolution and commencement of winding-up of
the Managing Member or the occurrence of any event, other than removal by
required vote, that causes the Managing Member to cease being a Managing Member
of the Company under the Act, the Company shall be dissolved and wound up as
provided in Article 8. The Managing Member shall not have the right to withdraw
from the Company or to Transfer its Units other than to an Affiliate and shall take no
action to accomplish the Companys voluntary dissolution.
8.2 No Automatic Dissolution Upon Certain Events. Unless otherwise set forth in this
Agreement or required by applicable law, the death, incapacity, disassociation, bankruptcy, or withdrawal
of a Member will not automatically cause a dissolution of the Company.
ARTICLE 9:
INDEMNIFICATION
9.1 Indemnification.The Company has the power to defend, indemnify, and hold harmless any
Covered Person who was or is a party, or who is threatened to be made a party, to any Proceeding (as that
term is defined below) by reason of the fact that such Covered Person was or is a Member, Managing
Member, officer, employee, representative, or other agent of the Company, or was or is serving at the
request of the Company as a director, Managing Member, officer, employee, representative or other agent
of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise
(each such Covered Person is referred to as a Company Agent), against Expenses (as that term is
defined below), judgments, fines, settlements, and other amounts (collectively, Damages) to the
maximum extent now or hereafter permitted under California law. Proceeding, as used in this Article 9,
means any threatened, pending, or completed action, proceeding, individual claim or matter within a
proceeding, whether civil, criminal, administrative, or investigative. Expenses, as used in this Article 9,
includes, without limitation, court costs, reasonable attorney and expert fees, and any expenses incurred
relating to establishing a right to indemnification, if any, under this Article 9.
9.2 Mandatory. The Company must defend, indemnify and hold harmless a Company Agent,
including the Managing Member, in connection with a Proceeding in which such Company Agent is
involved if, and to the extent, California law requires that a limited liability company indemnify a
Company Agent in connection with a Proceeding.

15

9.3 ExpensesPaidbytheCompanyPriortoFinalDisposition. Expenses of each Company

Agent indemnified or held harmless under this Agreement that are actually and reasonably incurred in
connection with the defense or settlement of a Proceeding may be paid by the Company in advance of the
final disposition of a Proceeding if authorized by the Class A Member that is not seeking indemnification.
Before the Company makes any such payment of Expenses, the Company Agent seeking indemnification
must deliver a written undertaking to the Company stating that such Company Agent will repay the
applicable Expenses to the Company unless it is ultimately determined that the Company Agent is entitled
or required to be indemnified and held harmless by the Company (as set forth in Sections 9.1 or 9.2 above
or as otherwise required by applicable law).
9.4 Notices of Claims. Promptly after receipt by a Covered Person of notice of the
commencement of any Proceeding, such Covered Person shall, if a claim for indemnification in respect
thereof is to be made against the Company, give written notice to the Company of the commencement of
such Proceeding; provided that the failure of any Covered Person to give notice as provided herein shall
not relieve the Company of its obligations under this Article 9, except to the extent that the Company is
actually prejudiced by such failure to give notice. In case any such Proceeding is brought against a
Covered Person (other than a derivative suit in right of the Company), the Company will be entitled to
participate in and to assume the defense thereof to the extent that the Company may wish. After notice
from the Company to such Covered Person of the Companys election to assume the defense of such
Proceeding, the Company will not be liable for Expenses subsequently incurred by such Covered Person
in connection with the defense thereof. The Company will not consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Covered Person of a release from all liability in respect of such Claim.

ARTICLE 10:
REPRESENTATIONS, WARRANTIES AND COVENANTS
10.1 Representations and Warranties of the Members. Each Member hereby makes the
following representations and warranties as of the date of this Agreement with respect to itself, to induce
the other Members to enter into this Agreement, upon which such Member acknowledges and agrees that
the other Members and the Company are entitled to rely.
A. Organization and Power. Such Member is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization or formation, and has all requisite
power and authority to own the interests to be held by such Member.
B. Authority and Binding Obligation. Such Member has full power and authority to
execute and deliver this Agreement and to perform its obligations under this agreement. The execution
and delivery by the undersigned on behalf of such Member and the performance by such Member of its
obligations under this Agreement have been duly and validly authorized by all necessary action on the
part of such Member, and this Agreement, when executed and delivered, will each constitute the legal,
valid and binding obligations of such Member enforceable against such Member in accordance with its
terms.
C. Consents and Approvals; No Conflicts. No filing with, and no permit, authorization,
consent or approval of, any governmental authority or other Person is necessary for execution or delivery
of this Agreement or the performance of the covenants and obligations under this Agreement by such
Member, and neither the execution nor delivery of this Agreement or performance of the obligations

16

under this Agreement by such Member will: (i) violate any provision of the organizational or governing
documents of such Member; (ii) violate any applicable law to which such Member is subject; or (iii)
result in a breach of or constitute a default under any contract, agreement or other instrument or
obligation to which such Member is a party or by which any of such Members assets are subject.
D. Accredited Investor. Such Member (i) is an Accredited Investor as that term is
defined in Rule 501(a) promulgated by the Securities Act of 1933; (ii) has the ability to bear the economic
risks of such Member's investment, including a complete loss of the Member's investment in the
Company; (iii) understands the risks involved in this type of business, including without limitation, risks
related to acquiring property, including foreclosure properties, for the remodel and resale of such
property; (iv) risks relating to commercial loans, and (iv) has had an opportunity to review this investment
with such Member's advisors and consultants (including legal counsel).
E. Foreign Investor. If such Member is a Non-U.S. Person, as such term is defined in
Regulation S of the Securities Act of 1933, such Member shall make the following representations and
warranties as stated in the Non-U.S. Persons Regulation S Subscription Agreement, and adhere to all
rules and regulation pursuant to Regulation S.
ARTICLE 11:
POWER OF ATTORNEY
11.1 Power of Attorney
A. Appointment of Managing Member. Each Member does hereby irrevocably
constitute and appoint the Managing Member or, as applicable, Liquidating Agent, of the Company, with
full power of substitution, the true and lawful attorney-in-fact and agent of such Member, to execute,
acknowledge, verify, swear to, deliver, record and file, in its or its assignees name, place and stead, all
instruments and documents which may from time to time be required by the laws of the State of
California, any other jurisdiction in which the Company conducts or plans to conduct business, or any
political subdivision or agency thereof, to effectuate, implement and continue the valid existence and
business of the Company, including, without limitation, the power and authority to execute, verify, swear
to, acknowledge, deliver, record and file:
(i)
all certificates and other instruments, including, without limitation, any
amendments to this Agreement or to the Articles of Organization (the Articles) and other
organizational documents of the Company, which the Managing Member deems appropriate to (a)
form, qualify or continue the Company as a Limited Liability Company in the State of California
and all other jurisdictions in which the Company conducts or plans to conduct business, and (b)
admit Members to the Company;
(ii)
all instruments which the Managing Member deems appropriate to
reflect any amendment to this Agreement or to the Articles (a) to satisfy any requirements,
conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation
of the Securities and Exchange Commission, the Internal Revenue Service or any other United
States federal or state or non-United States governmental agency, compliance with which the
Managing Member deems to be in the best interests of the Company, (b) to change the name of
the Company, (c) to cure any ambiguity or correct or supplement any provision herein contained
which may be incomplete or inconsistent with any other provision herein contained so long as
such amendment under this clause (d) does not adversely affect the interests of the Members or
(e) which has been duly adopted in accordance with this Agreement and the Act;

17

(iii)
all conveyances and other instruments which the Managing Member
deems appropriate to reflect and effect the dissolution and termination of the Company pursuant
to the terms of this Agreement, including the filing of a certificate of cancellation of the Articles
as provided for in Article 8;
(iv)
all instruments relating to (a) the issuance of Units or any other Company
Securities, or (b) Transfers of Units or the rejection or admission of Substitute Members pursuant
to Article 7, all in accordance with the terms of this Agreement;
(v)
any statement of assumed name and any other instrument as may be
necessary under the fictitious or assumed name statutes from time to time in effect in all
jurisdictions in which the Company conducts or plans to conduct business;
(vi)
any other instruments determined by the Managing Member to be
necessary or appropriate in connection with the proper conduct of the business of the Company
and which do not adversely affect the interests of the Members.
11.2 Limitation on Authority. The attorney-in-fact and agent constituted and appointed
pursuant to Section 11.1 shall not have the right, power or authority to amend or modify this Agreement
when acting in such capacities, except to the extent authorized herein.
11.3 Nature of Power of Attorney; Further Actions. This power of attorney shall not be
affected by the subsequent disability or incompetence of the principal. This power of attorney shall be
deemed to be coupled with an interest, shall be irrevocable, shall survive and not be affected by the
dissolution, bankruptcy or legal disability of any Member and shall extend to such Members successors
and assigns. This power of attorney may be exercised by such attorney-in-fact and agent for all Members
(or any of them) by a single signature of the Managing Member acting as attorney-in-fact with or without
listing all of the Members executing an instrument. Any person dealing with the Company may
conclusively presume and rely upon the fact that any instrument referred to above, executed by such
attorney-in-fact and agent, is authorized, regular and binding, without further inquiry. If required, each
Member shall execute and deliver to the Managing Member, within five (5) Business Days after receipt of
a request therefor, such further designations, powers of attorney or other instruments as the Managing
Member shall reasonably deem necessary for the purposes hereof.

ARTICLE 12
GENERAL PROVISIONS
12.1 Notice.(a) Any notices (including requests, demands, or other communications) to be sent
by one party to another party in connection with this Agreement must be in writing and delivered
personally, by electronic mail, by reputable overnight courier, or by certified mail (or equivalent service
offered by the postal service from time to time) to the last known address for notice on record or as
otherwisenotified in accordance with this Section. (b) Any party to this Agreement may change its notice
electronic mail address or physical address by sending written notice of such change to the Company in
the manner specified above. Notice will be deemed to have been duly given as follows: (i) upon delivery,
if delivered personally or by reputable overnight carrier or (ii) five days after the date of posting if sent by
certified mail or electronic mail.
12.2 EntireAgreement;Amendment.This Agreement along with the Articles of Organization
(together, the Organizational Documents), constitute the entire agreement among the Members and

18

replace and supersede all prior written and oral understandings and agreements with respect to the subject
matter of this Agreement, except as otherwise required by the Act. There are no representations,
agreements, arrangements, or undertakings, oral or written, between or among the Members relating to
the subject matter of this Agreement that are not fully expressed in the Organizational Documents. This
Agreement may not be modified or amended in any respect, except in writing signed by the Managing
Member of the Company, except as otherwise required or permitted by the Act. Notwithstanding the
foregoing, the Managing Member, without the consent of any of the Members, may effect the following
amendments:
A.
a change to the name of the Company, the location of the principal place or any other
place of business of the Company, the registered agent of the Company in any jurisdiction or the
registered office of the Company in any jurisdiction;
B.
a change that, in the sole discretion of the Managing Member, is necessary or advisable to
qualify or continue the qualification of the Company as a limited liability company or to ensure that the
Company will not be treated as an association taxable as a corporation or otherwise taxed as an entity for
federal income tax purposes;
C.
a change to Exhibit A-2 hereto to reflect the admission, substitution or withdrawal of
Members in accordance with this Agreement;
D.
a change that, in the discretion of the Managing Member, is necessary or advisable in
connection with the authorization or issuance of any class or series of securities of the Company;
E.
agreements with Persons who are Transferees of Units, pursuant to the terms of this
Agreement, providing in substance that such Transferees are bound by this Agreement, and either (i) have
only the economic interest corresponding to such Units, or (ii) are accepted as Substitute Members of the
Company;
F.
implementation of (i) Transfers of Units as contemplated by Article 7, or (ii) the rejection
or admission of any Substitute Member, and any related changes in Capital Contributions, as
contemplated by Article 7;
G.
satisfaction of any requirements, conditions, guidelines or opinions contained in any
opinion, directive, order, ruling or regulation of the Securities and Exchange Commission, the Internal
Revenue Service or any other United States federal or state agency, or in any United States federal or state
statute, compliance with which the Managing Member deems to be in the best interests of the Company;
H.

a change as permitted to be made by it pursuant to Articles 1 and 4;

I.
a change to cure any ambiguity or correct or supplement any provision hereof that may
be incomplete or inconsistent with any other provision hereof, so long as such amendment under this
Section 12.2 does not adversely affect the interests of the Members;
J.
any change expressly permitted in this Agreement to be made by the Managing Member
acting alone; or
K.

any other change substantially similar to the foregoing.

12.3 Governing Law; Severability. This Agreement will be construed and enforced in
accordance with the laws of the state of California. If any provision of this Agreement is held to be

19

unenforceable by a court of competent jurisdiction for any reason whatsoever, (i) the validity, legality, and
enforceability of the remaining provisions of this Agreement (including without limitation, all portions of
any provisions containing any such unenforceable provision that are not themselves unenforceable) will
not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the unenforceable
provision will be deemed modified and replaced by a provision that approximates the intent and economic
effect of the unenforceable provision and the Agreement will be deemed amended accordingly.
12.4 WAIVER OF JURY TRIAL. THE PARTIES HEREBY AGREE NOT TO ELECT A
TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO
TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR
HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR ANY CLAIM, COUNTERCLAIM
OR OTHER ACTION ARISING IN CONNECTION HEREWITH. THIS WAIVER OF RIGHT TO
TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE PARTIES, AND IS
INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO
WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS
HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS
CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH OTHER PARTY, AS APPLICABLE.
12.5 VENUE AND JURISDICTION. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO
THE NON-EXCLUSIVE JURISDICTION OF ANY CALIFORNIA STATE OR FEDERAL COURT
SITTING IN LOS ANGELES COUNTY OVER ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT. THE MANAGING MEMBER MAY, AT ITS SOLE
DISCRETION, ELECT THE STATE OF CALIFORNIA, ORANGE COUNTY, OR THE UNITED
STATES OF AMERICA, CENTRAL DISTRICT OF CALIFORNIA, AS THE VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE TO SUCH VENUE AS BEING AN INCONVENIENT FORUM. NOTWITHSTANDING THE
FOREGOING, IN THE EVENT THE ACT REQUIRES THAT A SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT BE SUBMITTED TO THE COURT OF
CHANCERY OR ANY OTHER COURT OF THE STATE OF CALIFORNIA, THE PARTIES HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURT WITH RESPECT TO SUCH
SUIT, ACTION OR PROCEEDING.
12.6 Confidential Information/Confidentiality. Each Member agrees that it shall keep
confidential and not disclose to any third Person or use for its own benefit, without the consent of the
Managing Member, any information with respect to the Company disclosed to such Member by or on
behalf of the Company, the Managing Member or any of its Affiliates; provided that a Member may
disclose any such information (i) as has become generally available to the public, (ii) as may be required
of such Member in response to any summons or subpoena or in connection with any litigation, (iii) to the
extent necessary in order to comply with any law, order, regulation or ruling applicable to such Member
and (iv) to its employees and professional advisers who need to know such information and agree to keep
it confidential.
Notwithstanding anything in this Agreement to the contrary, the Managing Member shall have the right to
keep confidential from the Members, for such a period of time as the Managing Member deems in good
faith to be reasonable, any information that the Managing Member reasonably believes to be in the nature
of trade secrets or other information the disclosure of which the Managing Member in good faith believe
is not in the best interest of the Company or could damage the Company or its business or that the
Company is required by law or by agreement with a third-person to keep confidential.

20

12.7 Attorneys Fees. In the event of any action or proceeding to enforce any part of this
Agreement, in addition to any damages or other remedies or compensation awarded therein, the
prevailing party(ies) shall be entitled to recover from the non-prevailing party(ies) the costs and expenses
incurred in connection with such action or proceeding, including without limitation attorneys fees.
12.8 FurtherAction.Each Member agrees to perform all further acts and execute, acknowledge,
and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the
provisions of this Agreement.
12.9 NoThirdPartyBeneficiary.This Agreement is made solely for the benefit of the parties
to this Agreement and their respective permitted successors and assigns, and no other person or entity will
have or acquire any right by virtue of this Agreement. This Agreement will be binding on and inure to the
benefit of the parties and their heirs, personal representatives, and permitted successors and assigns.
12.10 IncorporationbyReference.The recitals and each appendix, exhibit, schedule, and other
document attached to or referred to in this Agreement are hereby incorporated into this Agreement by
reference.
12.11 Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or
counterpart thereof, delivered by facsimile, email or portable document format (PDF) transmission, shall
for all purposes be treated as if it were delivered containing an original manual signature of the person
whose signature appears in the transmission, and shall be binding upon such party in the same manner as
though an originally signed copy had been delivered.
12.12 Intellectual Property. The Company shall be the exclusive owner of all work product and
intellectual property produced, created or otherwise developed in any manner by each of the Members in
its capacity as a Member of the Company (the Works). All Works shall be deemed works for hire,
owned solely and exclusively by the Company. The Company shall have all now known and hereafter
existing rights, title, and interest of every kind (including, without limitation, all copyrights, trademarks
and renewals and extensions thereof) throughout the universe in and to the Works, arising from the
moment of creation and lasting in perpetuity, for use in any and all manner and mediums, whether now
known or hereafter devised. If for any reason any such Works are not deemed works for hire and owned
by the Company, each Member hereby irrevocably assigns in perpetuity to the Company the entire right,
title and interest in such Works. Each Member waives all rights of Droit Moral or any similar rights or
principles of law which such Member may now or later have in the Works. The Members shall execute
any and all documents required to so assign the Works and shall reasonably cooperate with the Company
in the procurement and maintenance of the Companys rights in the Works throughout the world. In the
event that the Company is unable to secure any such required documents from the Members, each
Member hereby irrevocably designates and appoints the Company and its duly authorized officers and
agents as such Members agents and its attorneys-in-fact (which appointment is coupled with an interest)
to act for and in its behalf, to execute and file any required applications or documents and to do all other
lawfully permitted acts to further the prosecution, issuance and/or enforcement of rights in such Works
with the same legal force and effect as if executed by such Member.
12.13 EACH MEMBER ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT
SUCH MEMBER HAS BEEN ADVISED TO CONSULT WITH SUCH MEMBERS OWN
ATTORNEY REGARDING THIS AGREEMENT AND HAS DONE SO TO THE EXTENT THAT

21

SUCH MEMBER CONSIDERS NECESSARY OR HAS WAIVED SUCH MEMBERS RIGHT TO

DO SO.

[Remainder IntentionallyLeftBlank.SignaturePageFollows.]

22

INWITNESSWHEREOF,the parties have executed or caused to be executed this Agreement

and do each hereby represent and warrant that their respective signatory, whose signature appears below,
has been and is, on the date of this Agreement, duly authorized to execute this Agreement.
Dated: __________________________, 2015
First Financial Investment Group, LLC
a California limited liability company
By:
______________________
Name: Edward Chen, on behalf of First Financial Management Group, LLC
Its:
Managing Member

INWITNESSWHEREOF,the parties have executed or caused to be executed this Agreement

and do each hereby represent and warrant that their respective signatory, whose signature appears below,
has been and is, on the date of this Agreement, duly authorized to execute this Agreement.
Dated: __________________, 2015

SIGNATURE BLOCK FOR INDIVIDUALS:

INVESTOR
SIGNATURE BLOCK FOR ENTITIES:

INVESTOR
By: ___________________________________
Name: _________________________________

23

EXHIBIT A-1
CLASSAMEMBER
The Members of the Company and their respective addresses, Capital Contributions, and
Percentage Interests are set forth below. The Managing Member agrees to keep this Exhibit A-1 current
and updated in accordance with the terms of this Agreement.
ClassAMember

FirstFinancial
Management
Group,LLC
Totals (Class A
Units):

Address

Capital
Contribution

Units

Percentage
Interestin
ClassAUnits

Percentage
Interestin
the
Company

7000E.
SlausonAve.,
Commerce,CA
90040

$50,000

100%

1%

$50,000

100%

1%

NOTE 1: The Class A Member is not required to make Capital Contributions to the Company upon its
formation. The Class A Member may receive Class A Units for rendering services to the Company
instead.

24

EXHIBIT A-2
CLASSBMEMBER
The Class B Member of the Company and his/her respective address, Capital Contributions, and
Class B Units are set forth below. The Managing Member agrees to keep this Exhibit A-2 current and
updated in accordance with the terms of this Agreement.
Class B
Member

Totals
(ClassB
Units)

25

Address

Capital
Contribution

Units

Preferred
Return
Term
Length(6
months,
12
months,
or24
months)

Percentag
eof
Preferred
Return
Earned
(6.75%,
7.25%,or
8.0%)

Percentag
eInterest
inClassB
Units

Percentage
Interestin
Company

EXHIBIT B
OFFICERS
Officers of the Company are set forth below.
Name of Officer
Edward Chen

26

Title
Chief Executive Officer