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

Transcription

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

2 TABLE OF GONTENTS: Article - Organization Formation Name Registered Office Effective Date and Term Purpose of Business Article ll - Capital Contribution Capital Contributions CapitalAccount Adjustments Capital Calls Article lll - Allocation of Profits. Losses and Distributions Allocation of Profits and Losses Distribution of Cash Distributions in Kind Special Allocations Article lv - Management by Manager Management of Business General Powers of Manager Limitations Request for lnput Standard of Care; Liability Removal of Managers Article V - Meetings of the Members Meetings Subject of Meetings Notice of Meetings Record Addresses Record Date Proxy Vote Number of Votes Written Consent Participation Administration of Meetings Article Vl - Transfer of Interest Transfers During Life Proposed Sales or Other Dispositions of Units Purchaser's Status as a Member Seller's Status as a Member Article Vll - Dissolution and Winding Up

3 7.1 Dissolution 7.2 Liquidation 7.3 Distribution in Liquidation Article Vlll - lndemnification 8.1 lndemnification of Members 8.2 No Liability Article lx - Amendments 9.1 Amendments 9.2 Restrictions of Amendments Article X - Miscellaneous 10.1 Governing Law 10.2 Entire Agreement 10.3 Severability 10.4 Notices 10.5 Captions 10.6 Number and Gender

4 OPERATING AGREEMENT FOR 4531 CONCOURSE, LLC THIS OPERATING AGREEMENT is made on August 1,2008, by and between Gretchen Preston, Trustee of the Gretchen Preston Revocable Trust u/a/d December 8, 2003 and Gregory P. Meisner, Trustee of the Gregory P. Meisner Trust u/a/d December 8, 2003, individually referred to as "Member" and collectively referred to as "Members", and 4531 Goncourse, LLC (The "Company''). REGITAL: The Members desire to form a Limited Liability Company pursuanto the Michigan Limited Liability Company Act ("Act"). The Members agree as follows: AGREEMENT: Article - Organization Formation. The Members desire to form a Limited Liability Company pursuant to the Act. Articles of Organization were executed on even date herewith and shall be filed with the State of Michigan immediately Name. The name of the Company shall be 4531 Concourse, LLG, and all business shall be conducted under such name. Reqistered Office. The registered office of the Company shall be located in the State of Michigan at such location as shall be designated from time to time by the Members. The initial registered office shall be 4531 Goncourse Drive, Ann Arbor, Michigan. The Company may also have offices in such other places as the Members may from time to time decide, or as the business of the Company may require. Effective Date and Term. The Company formed pursuanto this Agreement shall be effective as of the date that the Articles of Organization are filed with the Michigan Department of Commerce and shall continue in perpetuity unless it is dissolved or terminated earlier pursuanto the Act or any provision of this Agreement. Purpose of Business. The primary purpose of the Company shall be to own and manage the real property commonly known as 4531 Goncourse Drive, Ann Arbor, Michigan. The Company may engage in any lawful activity in which a Limited Liability Company may engage pursuanto the Michigan Limited Liability Company Act. Article ll - Capital Contribution 2.1 Gapital Gontributions. The interest of the Members of the Company shall be divided into 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) Units shall be owned by Gregory P. Meisner, Trustee of the Gregory P. Meisner Revocable Trust u/a/d December 8,2003.

5 2.2 Capital Account. A separate capital account shall be maintained for each Member. Upon the initial capitalization of the Company, the capital account of Gretchen Preston, Trustee of the Gretchen Preston Revocable Trust u/a/d December 8, 2003 shall be credited with fifty (50%) percent of the net value of the property listed on Schedule A and the capital account of Gregory P. Meisner, Trustee of the Gregory P. Meisner Revocable Trust u/a/d December 8, 2003, shall be credited with fifty (50%) percent of the net value of the property listed on Schedule A. After the initial capitalization of the Company, there shall be credited to each Member's account: 1) the amount of cash and the fair market value of any property contributed by each Member, net of any liabilities assumed by the Company and to which the property is subject; 2) the Member's share of profits of the Company as provided in this Agreement; and 3) the amount of any increase to the basis of assets of the Company due to an election under Internal Revenue Code $754. There shall be charged against each Member's capital account: '1) the amount of all distributions to each Member; and 2) the Member's share of losses of the Company as provided in this Agreement. 2.3 Adiustments. The number of Units owned by each Member shall be adjusted from time to time to reflect the proportionate change in each Member's capital account. The number of Units owned by each Member after the initial capitalization of the Company shall be determined as follows: The total number of Units of the Company (initially 10,000) shall be multiplied by a fraction, the numerator of which is the balance of the Member's capital account and the denominator of which shall be the sum of the caoital accounts of all Members. The resulting product shall be the number of Units owned by the Member. No Member shall own a fraction of a Unit and all adjustments shall be rounded to the nearest whole Unit. In no event shall an adjustment cause a Member to have less than one (1) Unit. 2.4 Gapital Galls. From time to time, the Members may decide that each Member contribute additional capital to the Company. In the event that the Members make such request, each Member shall have the right to contribute sufficient capital to the Company such that the number of Units owned by him or her as of the date of the request shall not be reduced as provided above. lf the Members make a request for additional capital contributions by the Members, each Member may refuse to make such additional capital contribution. In the event that a Member ("Refusing Member") refuses to make such additional capital contribution, the remaining Members shall have the right to make such additional contribution in proportion to the number of Units owned by each of them. In the event that a Member refuses to make an additional capital contribution, the number of Units owned by him or her shall be reduced as provided above. A request for each Member to make additional capital contributionshall be made in writing and must be given at least thirty (30) days before the deadline for making such contributions, unless otherurise consented to in writing by all Members. Article lll - Allocation of Profits, Losses and Distributions Allocation of Profits and Losses. Net profits or losses of the Company (and their various items of income, expenses, and credits for federal income tax purposes) including any profits, gains or losses which are not taken into account for federal income tax purposes, shall be allocated to the Members in direct proportion to the number of Units owned by each of them. Distribution of Gash. All cash remaining after paying the obligations incurred for the operation of the Company and capital expenditures, and establishing a cash reserve considered suitable by the Members, shall be distributed to each Member in proportion to the number of Units owned by each Member. The time for making such distributionshall be determined by the Members.

6 Distributions in Kind. Except as unanimously agreed to by all Members, a Member, regardless of the number of Units owned by such Member, has no right to demand and receive a distribution from the Company in any form other than cash and a Member may not be compelled to accept from the Company a distribution of an asset in kind. The Company shall not make a distribution if such distribution would be in violation of Section 307 of the Act. Special Allocations. lt is intended that the allocations provided in this Article have "substantial economic effect" for purposes of Reg. S The Special Allocationset forth below shall be applied in the order presented. All references in this Section to "Partnership" or "Partner" items as defined in the Regulations are intended to apply to this Limited Liability Company and its Members: (a) (b) (c) (d) (e) (f) Partnership Minimum Gain Chargeback. The Minimum Gain Chargeback provisions as provided under Treasury Regulation Section S (f) shall apply. This provision is intended to comply with the Partnership Minimum Gain Chargeback requirements of the aforementioned Regulation and shall be interpreted and applied in a manner consistent therewith. Partner Minimum Gain Ghargeback. The Non-Recourse Minimum Gain Chargeback provision as provided under Treasury Regulation $ (i)(4) shall apply. This provision is intended to comply with the Partner Non-Recourse Minimum Gain Chargeback requirements of the aforementioned Regulation and shall be interpreted and applied in a manner consistent therewith. Qualified Income Offset. The Qualified Offset provision as provided under Treasury Regulation (bx2xiixdx3) shall apply so that any Member who unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation S (bx2xiixd), (4),(5), or (6), will be allocated income and gain in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, a deficit balance as quickly as possible; provided that an allocation pursuanto this Section 3.4(c) shall be made only if and to the extent that such Member would have a capital account deficit after all other allocations provided in this Section 3.4 have been made as if this Section 3.4(c) were not in this Agreement. This provision is intended to comply with the Qualified Income Offset requirements of the aforementioned Regulations and shall be interpreted and applied in a manner consistent therewith. Gross lncome Allocation. In the event any Member has a deficit capital account at the end of any fiscal year which is in excess of the sum of: 1) the amount such Member is obligated to restore pursuanto any provision of this Agreement; and 2) the amount such Member is deemed to be obligated to restore pursuanto Treasury Regulations S (g) and (iX5), each such Member shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuanto this Section 3.4(d) shall be made only if and to the extent that such Member would have a deficit capital account in excess of such sum after all other allocations provided for in this Section have been made as if Section 3.4(c) hereof and/or Section 3.4(d) were not in this Agreement. Partnership Non-Recourse Deductions. Partnership Non-Recourse Deductions under Treasury Regulation S (b)(1) for each fiscal year shall be allocated among the Members in accordance with their respective Units to the extent and in a manner that satisfies Treasury Regulation $ (e), and otherwise in any manner determined by the Members to satisfy said Regulation. Partner Non-Recourse Deductions. Partner Non-Recourse Deductions under Treasury Regulation (iX2) tor any fiscal year shall be allocated to the Members who bear the economic risk of loss with respect to the Partner Non-Recourse Debt to which such

7 Partner Non-Recourse Deductions are attributable in accordance with Treasury Regulation S (iX1 ). Article lv - Management by Manager Management of Business. The Company shall be managed by no less than one (1) and no more than three (3) Managers, who may, but need not, be Members. GRETQHEN'S HouSE, lnc. is hereby appointed as the sole initial Manager of the Company, within the meaning of the Act, to serve in such capacity without further election by the Members until he resigns or is removed as Manager or until the Company dissolves, whichever occurs first. In the case of the dissolution of the Company, unless the Manager resigns or is removed, the Manager shall continue to act in the capacity as Manager until all of the assets of the Company have been distributed or liquidated, and all liquidation proceeds have been distributed, regardless of the actual date of dissolution of the Company under the Act. The Members shall determine the Managers'terms, duties, compensation and benefits, if any. General Powers of Manager: The Manager or Managers shall have the sole authority to conduct the business of the Company and to do all acts to operate such business, subject only to the limitations expressly contained in this Agreement. Notwithstanding the foregoing, the Manager may appoint officers of the Company and may delegate such powers and authority to such officers or others as said Manager may deem appropriate; provided that any officers so appointed shall be subject to the approval by Members owning sufficient Units to take action at a meeting of all of the Members. Limitations. Notwithstanding any other provisions of this Operating Agreement, no act shall be taken, sum expended, decision made, obligation incurred, or power exercised by any Manager on behalf of the Company, except by the vote or resolution of Members owning sufficient Units to take such action at a meeting of all Members, with respect to: any purchase, lease, exchange or other acquisition of any real or personal property or repairs or maintenance thereto, or any other proposed expenditure with a value in excess of $500, (this shall not preclude the Manager from refinancing or extending any existing debt of the Company without the consent of the Members); the admission of a member; any merger or acquisition of another entity; any amendment or restatement of the Company's assets for the benefit of creditors or filing a voluntary bankruptcy petition by the Company; any matter that could result in a change in the amount or character of the Company's capital; any change in the compensation of a Manager that is also a Member; the commission of any act that would make it impossible for the Company to carry on its ordinary business and affairs; any act that would contravene any provision of the Articles, Operating Agreement, or the Act; the dissolution of the Company; the issuance of additional Units by the Company; 4

8 A transaction involving an actual or potential conflict of interest between a Member and the Company; An amendmento the Articles of Organization or this Operating Agreement; and Any other action requiring a vote of the members as provided in the Articles, the Act, or this Operating Agreement Request for Input. Prior to taking any action within the Manager's authority (for which no vote of the Members is required), the Manager may solicit input from some or all of the Members. The opinions of the Members shall be for the Managers consideration in determining whether to take the contemplated action and shall not bind or restricthe Manager. Standard of Care; Liability. Every Manager shall discharge his or her duties as a manager in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Manager reasonably believes to be in the best interests of the Company. A Manager shall not be liable for any monetary damages to the Company for any breach of such duties except for (a) receipt of a financial benefit to which the Manager is not entitled or (b) a knowing violation of the law where such violation resulted in a financial loss to the Company or Members. In discharging his or her duties, a Manager may rely on information, opinions, reports, or statements, including, but not limited to, financial statements or other financial data, if prepared or presented by any of the following: (a) One or more other Managers or Members or employees of the Company whom the manager reasonably believes to be reliable and competent in the matter presented; (b) Legal counsel, public accountants, engineers, or other persons as to matters the Manager reasonably believes are within the person's professional or expert competence; of (c) A committee of Managers of which he or she is not a member if the Manager reasonably believes the committee merits confidence. The Manager may not rely on such information, opinions, reports, or statements if the Manager has knowledge concerning the matter in question that makes reliance otherwise permitted in this Section unwarranted. Removal of Managers. A Manager may be removed with or without good cause, by a majority vote of all of the Members, disregarding the membership interest of any Manage(s) subject to a removal vote. Article V - Meetings of the Members Meetinqs. The Company shall not have regularly scheduled meetings of its Members; however, meetings of the Members may be called by Members representing in the aggregate at least 50% of the total outstanding Units of the Company. A meeting shall be properly called when Members with an aggregate of at least 50% of the total Units give written notice to the Members setting forth their desire to hold a meeting and the reason therefor. Subiect of Meetinqs. At a properly called meeting, the Members may vote on any matter for which a vote is required by the Act, the Articles, or this Operating Agreement, including the actions set forth in Section 4.3 Notice of Meetinqs. When a meeting of the Members is properly called, the Members calling said meeting shall deliver or mail written notice stating the date, time, and place of any meeting of Members and, when otherwise required by law, a description of the purposes for which the meeting is called, to each Member of record entitled to vote at the meeting, at such address as appears in the records of the Company, such notice to be mailed at least ten (10), but no more than sixty (60), days before the date and time of the meeting. This notice may be included with the notice calling the meeting as provided in 5.1. A Member may waive notice of any meeting, before or after the date of the meeting, by delivering a signed waiver to the Company for inclusion in the minutes of the Company. A Member's attendance at any meeting, in person or by proxy: (i) waives objection to lack of notice or defective notice of the meeting, unless the Member at the

9 beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within any purpose described in the meeting notice, unless the Member objects to considering the matter when it is presented. 5.4 Record Addresses. The addresses of the Members shall be the following until written notice of any subsequent change is delivered to the Company. Gretchen Preston, Trustee of the Gretchen Preston Revocable Trust u/a/d December 8, W. Ellsworth Road Ann Arbor, Michigan Gregory P. Meisner, Trustee of the Gregory P. Meisner Revocable Trust u/a/d December 8, W. Ellsworth Road Ann Arbor, Michigan Concourse, LLC c/o Gretchen Preston, President of Gretchen's House, Inc Interface Drive, Suite C Ann Arbor, Michigan Record Date. The record date for the purpose of determining the Members entitled to notice of a Members' meeting, for demanding a meeting, for voting, or for taking any other action shall be the sixtieth (60th) day prior to the date of the meeting or other action. Proxv Vote. A Member may appoint a proxy to vote or othenryise act for the Member pursuanto a written appointment form executed by the Member or the Member's duly authorized attorney-infact. An appointment of a proxy is effective when received by the Company. The general proxy of a fiduciary is given the same effect as the general proxy of any other Member. A proxy appointment is valid for twelve (12) months unless otherwise expressly stated in the appointment form. 5.7 Number of Votes. Each Member shall have one vote for each Unit owned by him or her as of the record date. At any meeting of Members, presence of Members entitled to cast 100% of the total votes constitutes a quorum. Unless otherwise provided in this Agreement or the Articles of Organization, action on a matter is approved if it receives approval by A MAJORITY of the total number of votes entitled to be cast by all Members in the Company entitled to vote at such meeting. Any purchaser or assignee of a Member's interest in the Company shall not be entitled to vote or participate on any matters at any meeting unless such assignee becomes a substitute Member as provided in Article Vl hereof. 5.8 Written Gonsent. Any action required or permitted to be taken at a Members meeting may be taken without a meeting if the action is taken by the Members holding sufficient Units to take action at a meeting of all of the Members. The action must be evidenced by one or more written consents describing the action taken or to be taken, signed by the Members holding sufficient Units and delivered to the Company for inclusion in the minutes. 5.9 Participation. Any or all Members may participate in any Members meeting by, or through the use of, any means of communication by which all Members participating may simultaneously hear each other during the meeting. A Member so participating is deemed to be present in person at the meeting Administration of Meetinqs. At any Members meeting, the Manager shall appoint a person to preside at the meeting and a person to act as secretary of the meeting. The secretary of the 6

10 meeting shall prepare minutes of the meeting which shall be placed in the minute book of the Company. Article Vl - Transfer of Interest 6.1 Transfers Durinq Life. Except as otherwise provided in this Agreement, the Members shall not sell, encumber, transfer, assign, or otherwise dispose of all or any part of their Units during their lifetimes; provided, however, each Member is free to transfer and assign all or part of his or her Units as follows: (1) To an inter-vivos trust, which by its terms provides that the Member is the grantor, trustee and beneficiary of all of the trust income, and wherein he or she has retained for his or her own life the power to revoke the trust in full, and such trust is in full compliance with all provisions of this Agreement. The primary purpose of the trust must be to avoid probate on the assets held by the trust on the day the Member dies, and the transfer and assignment of the Units must be for no consideration. The Units transferred to or held by any such trust shall continue to be governed and bound by the terms of this Agreement, whether or not the terms of the trust are subsequently amended in any way; or (2) To a Member's lineal descendants, or to the lineal descendants of the Settlor of a Trust that is a Member. 6.2 Proposed Sales or Other Dispositions of Units. In the event a Member receives a "bona fide" offer in writing to sell or otherwise dispose of his or her Units, and said Member desires to sell said Units according to the terms of said offer, he or she shall give written notice thereof to the Company ("Notice") of the proposed purchaser and the purchase price and terms. Upon receipt of the Notice, the Company shall thereupon have and is hereby granted, an option to purchase all, but not part of, the Member's Units, for a period of sixty (60) days, at the price and upon the terms stated in the bona fide offer to purchase. In the event the Company does not exercise its option to purchase the selling Member's Units, then after the expiration of such sixty (60) day period, the selling Member may sell his or her Units to the bona fide purchaser but only at the price and upon the terms stated in said bona fide offer as it was communicated to the Company. lf either the price or the terms of the bona fide offer change from the price and terms stated in the Notice, then the Company shall again have an option to purchase the Units at the new price and terms, and the provisions of this Paragraph 6.2 shall again be complied with by the selling Member Purchaser's Status as a Member. ln the event that a Member sells or assigns all or part of his or her interest in the Company, the purchaser or assignee of such interest shall be entitled to all of the rights and privileges of a Member of the Company only upon the unanimous written consent of all of the remaining Members. In the event that all of the remaining Members do not consent to the admission of such purchaser or assignee as a Member, then such purchaser or assignee shall only be entitled to the distributions from the Company to which the selling Member would have been entitled. For purposes of this Paragraph 6.3 and Paragraph 6.4, an inter-vivos trust described in Paragraph 6.1 above shall not be considered a purchaser or assignee, and the Grantor thereof shall remain a Member, so long as all of the requirements of Paragraph 6.1 are complied with. Seller's Status as a Member. Whenever a Member sells or assigns all of his or her interest in the Company, regardless of whether the purchaser or assignee thereof becomes a Member of the Company, such selling Member shall cease to be a Member of the Company. Notwithstanding the preceding, every transferee of a Member's interest must execute an acknowledgment and consent to be bound by the terms and provisions of this Agreement as a condition precedento becoming a Member with the attendant rights, benefits and obligations of such membership. No 7

11 transfer, whether by sale, bequest or otherwise shall be effective until the execution of such acknowledgment and consent. Article Vll - Dissolution and Winding Up Dissolution. The company may be dissolved only as provided in the Act. Liquidation. Upon the dissolution of the Gompany, the Members shall liquidate the assets of the Company, apply and distribute the proceeds thereof as provided by this Agreement and cause the cancellation of the Company's Articles of Organization. Distribution in Liquidation. Upon the dissolution of the Company and incidento the winding-up of the Company's business and affairs, the Members shall pay or make provision for the payment of all liabilities and obligations of the Company, actual or contingent, and all expenses of liquidation. Any amounts deemed necessary by the Members to provide a reserve for any unforeseen liabilities and obligations may, in the Members'discretion, be deposited in a bank or trust company upon such terms and for such period of time as the Members may determine. Following the payment of or provision for the liabilities of the Company as provided above, the remaining assets of the Company shall be distributed in the following order of priority: (i) to the payment of the Members of any amounts then distributable to them under this Agreement; and (ii) any remaining assets shall then be allocated to the Members proportionately in accordance with the number of Units owned by them. Article Vlll - Indemnification 8.1 Indemnification of Members. The Company shall indemnify and hold harmless a Member who is also a Manager from and against any and all losses, expenses, claims and demands sustained by reason of any acts or omissions or alleged acts or omissions as Manager, including judgments, settlements, penalties, fines or expenses incurred in a proceeding to which the Member is a party or threatened to be made a party because he or she is or was a Manager. However, the Company may not indemnify the Member if, after a factual finding by a competent court, it is determined that the Member did any of the following: (1) Received a financial benefito which the Member was not entitled either under the Act or under this Agreement; (2) The Member voted for or assented to a distribution in violation of Section 307 of the Act or this Agreement; or (3) The Member willfully violated the law. 8.2 No Liabilitv. A Member shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture regardless of whether such other business or venture competes with the Company or whether such Member is active in the management or business of such other business or venture. Neither the Company nor any of the Members shall have any right by virtue of this Operating Agreement or any applicable law in or to the other business ventures of a Member or to the income, gains, losses, deductions and credits derived therefrom by any Member. Article lx - Amendments 9.1 Amendments. Amendments to this Agreement may be proposed by any Member or Members holding at least 250 Units. Following such proposal, said Members shall submit to the Members a written, verbatim statement of any proposed amendment, providing that counsel for the Company shall have the opportunity to approve the proposed amendment as to form. Said Members shall 8

12 seek the written vote of the Members on the proposed amendment or shall call a meeting to vote thereon. A proposed amendment shall be adopted and be effective as an amendment hereto only if it receives the unanimous vote of the holders of all Units. 9.2 Restrictions of Amendments. Notwithstanding Paragraph 9.'l hereof, this Agreement shall not be amended without the consent of each Member adversely affected if such amendment would alter the interest of a Member in profits, losses, Company distributions or voting rights. Article X - Miscellaneous 10.1 Governinq Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to any conflict of law provisions Entire Agreement. This Agreement contains the entire understanding among the parties and supersedes any previous understanding and agreements between them respecting the subject matter of this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties to this Agreement, relating to the subject matter of this Agreement, that are not fully expressed in this Agreement Severabilitv. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules, and regulations of the jurisdictions in which the Company does business. lf any provision of this Agreement or its application to any person or circumstanceshall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected by it, but rather shall be enforced to the greatest extent permitted by law Notices. Notices to Members or to the Company shall be deemed to have been given when mailed, by prepaid registered or certified mail, addressed as set forth in this Agreement or as set forth in any notice or change of address previously given in writing by the addressee to the addresser Captions. The section titles or captions contained in this Agreement are provided for the sake of convenience only and shall not be deemed part of the context of this Agreement Number and Gender. All of the terms and words used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, that the context or sense of this Agreement may require, as if the words had been fully and properly written in the number and gender. ln WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written above. of the Gretchen Preston Revocable Trust u/a/d December 8, 2003.DV GREGORYP.'MEISNER, Trustee of the Gregory P. Meisner Revocable Trust u/a/d December 8, 2003 I

13 4531 CONCOURSE, LLC PRESTON, President of Gretchen's House, lnc. 10

14 EXHIBIT A CONTRIBUTIONS TO CAPITAL Capital Member Contribution Initial Units Initial Profit Interest Gretchen Preston, 5,000 Trustee of the Gretchen 50o/o Preston Revocable Trust u/a/d December B, 2003 Gregory P. Meisner, Trustee of the Gregory P. Meisner Revocable Trust u/a/d December 8, ,000 50Yo * Gretchen Preston, Trustee of the Gretchen Preston Revocable Trust u/a/d December 8, 2003 and Gregory P. Meisner, Trustee of the Gregory P. Meisner Revocable Trust u/a/d December 8, 2003, contributed the purchaser's interest in a certain Agreement for 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 necessary to facilitate the lease of said property to Gretchen's House, lnc. and to provide the Gompany with working capitol. 11