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HomeMy WebLinkAboutL_Operating_Agreement_Genesis_Homes_LLC_200305_v11 Genesis Homes, LLC Operating Agreement Initials:______/_______/______ LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GENESIS HOMES, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT of GENESIS HOMES, LLC, a Washington limited liability company (the “Company”), entered into by Iskra Ventures, LLC (represented by its members Santosh Ameti and Venkata Sai Phani Kumar Pattapu) and Ravichandra Sriram, Members of the Company, and any other Persons that may hereafter become Members or successors to interests in the Company, effective Aug 22, 2018. ARTICLE 1 DEFINITIONS The following terms used in the foregoing Limited Liability Company Agreement shall have the following meanings (unless otherwise expressly provided therein): 1.1.“Act” shall mean the Washington Limited Liability Company Act, codified as Chapter 25.15 of the Revised Code of Washington, including any amendments thereto that become effective after the date of this Agreement. 1.2.“Agreement” shall mean this Limited Liability Company Agreement, as amended from time to time. 1.3.“Capital Account” shall mean the capital account to be maintained for each of the Members pursuant to Article 5. 1.4.“Capital Contribution” shall mean any contribution to the capital of the Company in cash or other property by a Member, whenever made. 1.5.“Certificate” shall mean the Certificate of Formation of the Company filed with the Secretary of State of Washington as amended or restated from time to time. 1.6.“Code” shall mean the Internal Revenue Code of 1986, as amended, or any corresponding provisions of succeeding law. 1.7.“Company” shall mean the Washington limited liability company governed by this Agreement. 1.8.“Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or other association or any foreign trust or foreign business organization. 1.9.“Manager” shall mean the Manager provided for in Section 3.1. 1.10.“Members” shall mean the Members named herein and any Person that may hereafter become an additional or substitute Members with the consent of the existing Members Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690 2 Genesis Homes, LLC Operating Agreement Initials:______/_______/______ or Members, but only for so long as such Members is a Members under the terms of this Agreement. 1.11.“Percentage Interest” shall mean with respect to any Member the percentage determined based upon the ratio that such Member’s Capital Account bears to the total capitalization of the Company. 1.12.“Person” shall mean any natural person or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of each such Person where the context so permits. ARTICLE 2 ORGANIZATION AND PURPOSES OF COMPANY 2.1 Organization. The Company was created by the execution and filing of the Certificate under the Act on Aug 21, 2018. On and after the date hereof, the conduct of the Company’s business and affairs shall be governed by this Agreement, the Act and the Certificate. 2.2 Purposes and Powers. The primary business and purposes of the Company are to hold and develop real property. The Company may also engage in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have all powers provided for in the Act. ARTICLE 3 MANAGEMENT 3.1 Management by Manager. The Company shall be managed by its Manager. Subject to the provisions of Section 3.2, the Manager shall have the sole and exclusive right to manage the business and affairs of the Company and shall have all of the rights and powers that may be possessed by a manager under the Act, the Certificate and this Agreement, including, without limitation, the power to cause the Company to exercise any or all of its powers under the Act. The initial Manager is Santosh Ameti. Additional or replacement Managers may be appointed by the Members. 3.2 Restrictions. The consent of all the Members shall be necessary to authorize the Manager to take any of the following actions: 3.2.1 Sell, lease, exchange, or otherwise dispose of all or substantially all of the property of the Company; 3.2.2 Effect any merger or consolidation of the Company with any other Person; 3.2.3 Take any steps to dissolve the Company; 3.2.4 Issue an additional Interest to any Person; or 3.2.5 Take any action in contravention of this Agreement. Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690 3 Genesis Homes, LLC Operating Agreement Initials:______/_______/______ 3.3 Officers, Consultants and Agents. The Manager may appoint any officers, consultants and agents and delegate to them such duties as the Manager deems to be appropriate. Any two or more offices may be held by the same Person. The term of office of all officers shall commence upon their appointment and continue until their successors are appointed or until their resignation or removal. Subject to the terms of any separate agreement between the Company and any officer, consultant or agent appointed pursuant to this Section 3.3, any officer, consultant or agent appointed by the Manager may be removed by the Manager at any time with or without cause. The Company may pay its officers and agents reasonable compensation for their services as fixed from time to time by the Manager and approved by the Members. 3.4 Limitation on Liability. No Manager or Member shall be personally liable to the Company or its Members for monetary damages for any act or omission as a Manager or Member performed in a manner reasonably believed by such Manager or Member to be within the scope of the authority granted to such Manager or Member and in the best interest of the Company, provided that such act or omission did not constitute fraud, intentional misconduct, bad faith, gross negligence, a knowing violation of law, a violation of RCW 25.15.235, or an act from which such Manager or Member personally received a benefit in money, property, or services to which such Manager or Member is not legally entitled. Any amendment to or repeal of this Section 3.4 shall not adversely affect any right or protection of a Manager or Member of the Company for or with respect to any acts or omissions of such Manager or Member occurring prior to such amendment or repeal. 3.5 Indemnification. The Company shall indemnify, defend, and hold harmless any Person acting as a Manager or an agent of the Company, the Members, and any other Persons acting on behalf of the Company, including, without limitation, Members, employees and agents of a Manager (all of the foregoing being the “Indemnified Persons”), from and against any judgments, settlements, penalties, fines or expenses incurred in a proceeding to which an individual is a party because he or she is or was a Manager, an agent of the Company, a Member, or such other person acting on behalf of the Company, to the fullest extent allowed by the Act, including, without limitation, all expenses (including attorneys’ fees), costs, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Persons; provided, that the Company shall not indemnify any Person in connection with a proceeding (or part thereof) initiated by such Person, except where such proceeding (or part thereof) was authorized by the Manager or, if the Indemnified Person is a Manager with the consent of the Members. All expenses (including attorneys’ fees), costs, judgments, penalties, fines and amounts paid in settlement of any such proceeding shall be paid by the Company as they are incurred by any Indemnified Person in advance of the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the Indemnified Person to repay the amount if it is ultimately determined by a court of competent jurisdiction that such Person is not entitled to be indemnified by the Company. The provisions of this Section 3.5 do not affect any rights to indemnity or to advancement of expenses to which any Person may be entitled under any contract or otherwise. 3.6 Term; Resignation; Removal; Replacement. 3.6.1 Term. A Manager shall hold office until the Manager resigns or is removed in accordance with this Section 3.6. Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690 4 Genesis Homes, LLC Operating Agreement Initials:______/_______/______ 3.6.2 Resignation. A Manager may voluntarily resign as Manager upon 60 days written notice to all the Members and such resignation shall not constitute a breach of this Agreement. The resignation of a Manager shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice. Unless otherwise specified in any notice or resignation, the acceptance of such resignation shall not be necessary to make it effective. 3.6.3 Removal. The Manager may be removed at any time by the Members. 3.6.4 Rights as a Member Unaffected. The resignation or removal of a Manager who is also a Member shall not affect the Manager’s rights as a Member nor constitute a withdrawal of the Manager in any capacity as a Member. 3.6.5 Vacancies. Any vacancy occurring for any reason in the position of Manager shall be filled by such Person as is appointed by the Members. 3.7 Right to Rely on the Manager. The signature of a Manager shall be necessary and sufficient to acquire and convey title to any Company real or personal property or to execute any promissory notes, security agreements, trust deeds, mortgages or other instruments of hypothecation or any other agreements or documents necessary to effectuate any provision of this Agreement or carry out the purposes of the Company, and a copy of this Agreement may be shown to the appropriate parties in order to confirm the same. Any Person dealing with the Company may rely (without duty of further inquiry) upon a certificate signed by a Manager as to: 3.7.1 The identity of any Member or Manager; 3.7.2 The existence or nonexistence of any fact or facts that constitute a condition precedent to acts by a Manager or a Member or that are in any other manner germane to the business or affairs of the Company; 3.7.3 The Persons that are authorized to execute and deliver any instrument or document of the Company; and 3.7.4 Any act or failure to act by the Company or any other matter whatsoever involving the Company or any Members that involves the apparent carrying on in the usual way the business or affairs of the Company. 3.8 Time Devoted to Company. The Manager shall devote to the Company and apply to the accomplishment of Company purposes so much of his time and attention as in his reasonable judgment is necessary to manage and operate properly and prudently the affairs of the Company. 3.9 Discharge of Management Duties. The Manager shall discharge the duties of 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. In addition to such other duties and obligations as the Manager may have under the Act, the Certificate or this Agreement, the Manager shall cause the Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690 5 Genesis Homes, LLC Operating Agreement Initials:______/_______/______ Company to conduct its business, operations and affairs separate and apart from that of the Members, the Manager or any Affiliate of the Members or the Manager and shall possess Company property and assign rights in specific Company property solely for Company purposes. The Manager shall take all actions that may be necessary or appropriate for (a) continuation of the Company’s valid existence as a limited liability company under the laws of the State of Washington and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Company to conduct the business in which it is engaged and (b) accomplishment of the Company’s purposes. 3.10 Compensation and Reimbursement. Unless otherwise agreed to between the Manager and the Members, the Manager shall receive no compensation for his services as Manager. The Company shall reimburse the Manager for all reasonable out-of-pocket expenses incurred by the Manager on behalf of the Company in the management and administration of the Company. The Company may pay any Person, including the Members acting in a capacity other than as a Member, to perform services on behalf of the Company, as well as other expenses incurred by the Manager necessary or appropriate to the conduct of the business of the Company. ARTICLE 4 RIGHTS AND OBLIGATIONS OF MEMBERS 4.1 Limitation of Liability. The Company is a Washington limited liability company and not a general or limited partnership. No Member shall have personal liability for any Company operations, debts, obligations or liability merely as a result of being a Member. 4.2 Inspection of Records. The Members shall have the right to inspect and copy the books and records of the Company. 4.3 Financial Reports. The Members shall be provided any financial information provided for herein after the close of each fiscal year of the Company, but in no event later than 90 days after the close of each such fiscal year. 4.4 Duty of Loyalty. The Members may engage in other business activities and may pursue business opportunities competitive with the business and operations of the Company without presenting any such opportunity to the Company or the Manager, and the Company and the Manager hereby waive any right or claim to participate therein. 4.5 Loans and Other Transactions with Company. The Company may borrow money or transact other business with the Manager or the Members on terms that are commercially reasonable as determined by the Manager in his reasonable discretion. The rights and obligations of a Member or Manager that lends money to or transacts business with the Company shall be the same as those of a Person that is not a Member or Manager, subject to other applicable law. No transaction with the Company shall be voidable solely because a Member or a Manager has a direct or indirect interest in the transaction if the transaction is expressly permitted by this Agreement or is approved or ratified as provided in this Agreement or in the Act. ARTICLE 5 Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690 6 Genesis Homes, LLC Operating Agreement Initials:______/_______/______ CONTRIBUTIONS TO THE COMPANY, CAPITAL ACCOUNTS AND FINANCING 5.1 Initial Capital Contributions. Upon execution of this Agreement, each Member shall make the Capital Contributions to the Company identified on Schedule 1 hereto. 5.2 Additional Capital Requirements. Except for the initial capital contribution, those funds determined by the Members to be necessary to the proper functioning of the Company shall be generated by additional capital calls or third-party financing, as the Members shall determine by unanimous agreement. 5.3 Pro Rata Indemnification and Guarantee. To the extent that the Members or their Affiliates have guaranteed obligations of the Company or are otherwise personally responsible for payment of the debts or obligations of the Company, including any obligations of the Company to the Members, each Member shall be responsible for the debts and obligations of the Company only to the extent of its Percentage Interest, and each Member hereby indemnifies and holds the other Members harmless from and against any costs, expenses, claims or liabilities any Member may incur in excess of its Percentage Interest, including without limitation, any legal fees and costs incurred by any Member in defending or opposing any claim or suit brought against the Members. This indemnification shall be a continuing guarantee and shall be binding without notice to the Members on all obligations while there remain Members of the Company, unless such guarantee is terminated at the termination of the Member's interest in the Company. The guarantee of any Member of loans made to the Company or debts paid while the person was a Member shall continue to be binding after such person ceases to be a Member, unless such guarantee is terminated at the termination of the Member's interest in the Company. 5.4 Capital Accounts. 5.4.1 Establishment and Maintenance. A separate Capital Account will be maintained for each Member throughout the term of the Company in accordance with the rules of Regulation Section 1.704-1(b)(2)(iv). Each Member's Capital Account will be increased by (1) the amount of money contributed by such Member to the Company; (2) allocations to such Member of Net Profits; (3) any items in the nature of income and gain that are specially allocated to the Member pursuant to Article 6; and (4) allocations to such Member of income and gain exempt from federal income tax. Each Member's Capital Account will be decreased by (1) the amount of money distributed to such Member by the Company; (2) allocations to such Member of expenditures described in Code Section 705(a)(2)(B); (3) any items in the nature of deduction and loss that are specially allocated to the Member pursuant to Article 6; and (4) allocations to such Member of Net Losses. Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690 7 Genesis Homes, LLC Operating Agreement Initials:______/_______/______ In the event of a permitted sale or exchange of a Membership Interest or an Economic Interest in the Company, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Membership Interest or Economic Interest. 5.4.2 Compliance with Regulation. The manner in which Capital Accounts are to be maintained pursuant to this Section 5.4.2 is intended to comply with the requirements of Code Section 704(b) and the Regulations promulgated thereunder. If in the opinion of the Company's accountants, the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 5.4 should be modified in order to comply with Code Section 704(b) and the Regulations thereunder, then notwithstanding anything to the contrary contained in the preceding provisions of this Section 5.4, the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members. 5.5 Withdrawal or Reduction of Members' Contributions to Capital. A Member shall not receive out of the Company's property any part of its Capital Contribution until all liabilities of the Company, except liabilities to Members on account of their Capital Contributions, have been paid or there remains property of the Company sufficient to pay them. A Member, irrespective of the nature of its Capital Contribution, has only the right to demand and receive cash in return for its Capital Contribution. 5.6 Interest on and Return of Capital Contributions. No Member shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. 5.7 Loans to Company. Only Manager with unanimous approval of members may make or cause a loan to be made to the Company in an amount. ARTICLE 6 ALLOCATIONS OF NET PROFITS AND LOSSES 6.1 Allocation of Net Profit and Loss-In General. 6.1.1 Allocation of Net Profit or Loss. After giving effect to any special allocations set forth in this Agreement, and except as may be required by Section 704(c) of the Internal Revenue Code and the accompanying Treasury Regulations, the Net Profit or Net Loss for any fiscal year of the Company shall be allocated among the Members in accordance with their respective Percentage Interests. 6.1.2 Limitation. The Net Loss allocated to each Member for any Company fiscal year pursuant to Section 6.3 shall not exceed the maximum amount of net Loss that can be so allocated without causing such Member to have a Deficit Capital Account at the end of the fiscal year. All Net Losses in excess of the limitation set forth in this Section 6.1.2 shall be allocated to the other Members who do not have Deficit Capital Accounts in proportion to their respective Percentage Interests. Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690 8 Genesis Homes, LLC Operating Agreement Initials:______/_______/______ 6.2 Other Allocation Rules. 6.2.1 General. Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Net Profits or Net Losses, as the case may be, for the year. 6.2.2 Special Allocations. The Members do not anticipate that there will be any special allocations of tax benefits or burdens. In the event that there are special allocations of tax benefits or burdens, then the parties agree that this agreement will be supplemented to provide that any and all such special allocations shall have substantial economic effect in accordance with the applicable provision of the IRS Code and the Regulations and in accordance with generally accepted accounting principles. 6.2.3 Allocations in Connection with Varying Interest. If, during a Company fiscal year, there is (i) a permitted transfer of a Membership Interest or Economic Interest under this Agreement during a Company fiscal year or (ii) the admission of a Member or additional Members, Net Profit, Net Loss, each item thereof, and all other tax items of the Company for such period shall be divided and allocated among the Members by taking into account their varying interests during such fiscal year in accordance with Code Section 706(d) and using any conventions permitted by law and selected by the Members. 6.3 Determination of Net Profit of Loss. 6.3.1 Computation of Net Profit or Loss. The Net Profit or Net Loss of the Company, for each fiscal year or other period, shall be an amount equal to the Company’s taxable income or loss for such period, determined in accordance with Code Section 703(a) (and, for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1), including income and gain exempt from federal income tax, shall be included in taxable income or loss). 6.4 Use of Allocations. Allocations pursuant to this Section 6.4 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or Percentage Interest of Net Profit, Net Loss, or other items as computed for book purposes, or distributions pursuant to any provision of this Agreement. ARTICLE 7 BOOKS, RECORDS AND ACCOUNTINGS 7.1 Books and Records. At the expense of the Company, the Manager shall maintain records and accounts of all operations and expenditures of the Company. At a minimum the Company shall keep at its principal place of business the following records: 7.1.1 A current list of the full name and last known business, residence or mailing address of each Member and Manager, both past and present; Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690 9 Genesis Homes, LLC Operating Agreement Initials:______/_______/______ 7.1.2 A copy of the Certificate and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; 7.1.3 Copies of the Company’s federal, state and local tax returns and reports, if any, for the three most recent years; 7.1.4 Copies of the Company’s currently effective written Limited Liability Company Agreement and all amendments thereto, copies of any writings permitted or required under the Act and copies of any financial statements of the Company for the three most recent years; 7.1.5 Minutes of every meeting of the Members and any consents obtained from Members for actions taken without a meeting; and 7.2 Reports. Within 90 days after the end of each fiscal year of the Company, the Company shall furnish to the Members an annual report consisting of at least the following to the extent applicable: 7.2.1 A copy of the Company’s federal income tax return for that fiscal year; 7.2.2 Profit and loss statements; 7.2.3 A balance sheet showing the Company’s financial position as of the end of that fiscal year; and 7.2.4 Any additional information that the Members may require for the preparation of their individual federal and state income tax returns. In addition, if the Company indemnifies or advances expenses to a Manager in connection with a proceeding by or in the right of the Company, the Company shall report the indemnification or advance in writing to the Members. Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690 10 Genesis Homes, LLC Operating Agreement Initials:______/_______/______ ARTICLE 8 DISSOLUTION 8.1 Upon dissolution of the Company, the Manager shall immediately proceed to wind up the affairs of the Company. The Manager shall sell or otherwise liquidate all of the property of the Company as promptly as practicable and shall apply the proceeds of such sale and the remaining Company assets in the following order of priority: 8.1.1 First, to the payment of creditors, including the Members to the extent he is a creditor and to the extent otherwise permitted by law, in satisfaction of liabilities of the Company; 8.1.2 Second, to establish any reserves that the Members deems necessary for contingent or unforeseen obligations of the Company and, at the expiration of such period as the Members deems advisable; and 8.1.3 Thereafter, to the Members. 8.2 Distributions in Kind. If the Members so determine, the Manager shall cause assets of the Company to be distributed to the Members in kind. 8.3 Termination. The Company and the Manager shall comply with any applicable requirements of law pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. 8.4 Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets have been distributed to the Members, the Manager shall file a certificate of cancellation as required by RCW 25.15.080. Upon filing the certificate of cancellation, the existence of the Company shall cease, except as otherwise provided in the Act. ARTICLE 9 ADOPTION AND AMENDMENT This Agreement shall be adopted and be effective only upon execution by the Members. This Agreement and the Certificate may be amended, restated or modified from time to time by the Members. ARTICLE 10 MISCELLANEOUS 10.1 Application of Washington Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of Washington and specifically the Act, without regard to choice of law rules. Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690 11 Genesis Homes, LLC Operating Agreement Initials:______/_______/______ 10.2 Construction. Whenever required by the context in this Agreement, the singular number shall include the plural and vice versa, and any gender shall include the masculine, feminine and neuter genders. 10.3 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 10.4 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon and inure to the benefit of the parties and, to the extent permitted by this Agreement, their respective heirs, legal representatives and permitted successors and assigns. 10.5 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law. 10.6 Entire Agreement. The Certificate, this Agreement and any other document to be furnished pursuant to the provisions hereof embody the entire agreement and understanding of the parties as to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings other than those expressly set forth or referred to in such documents. This Agreement and such documents supersede all prior agreements and understandings with respect to the subject matter hereof. IN WITNESS WHEREOF, the Members have executed this Operating Agreement effective as of the date first set forth above. Members: ___________________________________ ____________________ Ravichandra Sriram Santosh Ameti Venkata Sai Phani Kumar Pattapu Acknowledged and Appointment Accepted: Manager: _____________________________ Santosh Ameti Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690 12 Genesis Homes, LLC Operating Agreement Initials:______/_______/______ SCHEDULE 1 MEMBER PERCENTAGE INTEREST as of 8/21/2018 Iskra Ventures, LLC 16220 NE 3rd PL Bellevue WA 98008 87.5% Ravichandra Sriram 4403 150th Ave SE Bellevue WA 98006 12.5% Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690Authentisign ID: A0A7A17F-A8E3-4C6E-8D9A-3098B2424690