SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SECURED REAL ESTATE INCOME FUND II, LLC (a Delaware limited liability company)

Capitalized terms used in this Agreement have the meanings given them in ANNEX A.

 (a) The Company is a separate legal entity whose existence commenced upon the filing of the Certificate and shall continue until the Certificate is canceled. The Liquidating Trustee shall cause the Certificate to be canceled at the time and in the manner prescribed by Section 18-203 of the Act. 

(b) The existence shall commence upon the filing of the Certificate and continue until the completion of the winding up of the business and affairs in accordance with the provisions of Article XI.

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(ii)  in managing and conducting the business and affairs of the Company, the Managing Member: (A) shall take such actions and do such things as the Managing Member is expressly required to take or do under this Agreement with respect to the Company, as the case may be; (B) shall cause the Company to take such actions and do such things as the Company is expressly required to take or do under this Agreement; (C) may take, approve or agree to such actions, do such things, and make such designations, elections, selections and determinations as: (1) the Managing Member is expressly authorized, but not required, to take, approve, agree to, do or make under this Agreement; or (2) the Managing Member reasonably determines in good faith to be necessary, appropriate, advisable, incidental or convenient to the discharge of its duties under this Agreement; and (D) may cause the Company to take, approve or agree to such actions, do such things, and make such designations, elections, selections and determinations as: (1) the Managing Member is expressly authorized, but not required, to cause the Company to take, approve, agree to, do or make under this Agreement; or (2) the Managing Member reasonably determines in good faith to be necessary, appropriate, advisable, incidental or convenient to effect the formation of the Company or manage and conduct its business and affairs; provided, however, that: 

(A) where any provision of this Agreement contemplates that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or may cause the Company to take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination), in the Managing Member’s “sole and absolute discretion,” the Managing Member shall have the sole discretion to determine whether or not the Managing Member (or the Company) shall take, approve or agree to such action, do such thing, or make such designation, election, selection or determination and, in exercising such discretion, the Managing Member shall be required to act in good faith but shall be entitled to consider only such interests and factors as it wishes, including only its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, or any Member or Assignee of any Member (except to the extent otherwise expressly provided in Section 3.4(b) and 6.1(a); and 

(B) where any other provision of this Agreement contemplates that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or may cause the Company to take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination), the Managing Member shall have the sole discretion to determine whether or not the Managing Member (or the Company) shall take, approve or agree to such action, do such thing, or make such designation, election, selection or determination but, in exercising such discretion, the Managing Member shall be required to act in good faith and in such manner as it reasonably determines to be in, or not opposed to, the bests interests of the Company, and that otherwise complies with any specific standard applicable to such activity as set forth herein. 

(b)  Subject to Section 3.1(a), the Managing Member may, by way of example and 

not of limitation, cause the Company to:

(i)  execute and acknowledge such certificates, instruments and other documents (and amendments thereto) as the Managing Member may determine, and file the same with Governmental Entities, for the purpose of effecting and continuing the valid existence of the Company as a limited liability company or  

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qualifying the Company (or to do business as) a limited liability company or a company in which Members and Assignees have limited liability;

(ii)  execute, deliver and perform such contracts, agreements, undertakings and instruments (and amendments thereto) as the Managing Member may determine, with such broker-dealers banks, other financial institutions, investment managers, investment advisers, custodians, administrators, attorneys, accountants, auditors, record-keepers, appraisers, consultants, other service-providers and counterparties as the Managing Member may select from time to time, on such terms and subject to such conditions as the Managing Member may determine (including terms relating to compensation, exculpation, indemnification and termination), and regardless of whether such service-providers or counterparties are Managing Member Associates or Members or Assignees or have financial, business or other relationships with the Company, any Managing Member Associate or any Member or Assignee, including contracts, agreements, undertakings and instruments under which the Company retains investment managers to manage such portion of the assets of the Company as the Managing Member may commit to their investment discretion from time to time; 

(iii) engage in any lawful transaction in any Financial Instrument; 

(iv)  register any Assets in the name of the Company or in the name of a nominee; 

(v)  register any Assets associated of the Company;  

(vii)  initiate, defend, compromise, settle or submit to arbitration any legal or 

contractual claim by or against the Company;

(viii)  otherwise engage in any and all lawful transactions and activities; and

(ix) form one or more subsidiaries and cause any such subsidiary to do anything the Managing Member is authorized to cause the Company to do. 

may not cause the Company to compensate any Managing Member Associate except upon terms and conditions comparable to those that would be negotiated on an “arm’s length” basis between unaffiliated parties for the type of service or transaction in question (it being understood and agreed that all payments or allocations to the Managing Member or any of its Affiliates described or referred to in this Agreement shall conclusively be presumed to meet that standard).

(a)  Except as provided in Section 3.2(b), neither the Managing Member nor any other Managing Member Associate shall be required to devote its full time or any material portion of its time to the business and affairs of the Company. 

Member’s right to dissolve the Company pursuant to the provisions of Section 11.1.

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  (d)  Except to the extent required by Section 3.2(c), the Managing Member shall not be required to discharge any duty under this Agreement that requires the payment of funds to any Person unless adequate funds of the Company, as the case may be, are readily available for that purpose.

(e)  The Managing Member may not cause the Company to expend its funds to compensate third party placement agents, finders or other Persons for marketing Interests or otherwise introducing prospective investors to that Company unless such persons are licensed broker dealers or otherwise exempt from licensing requirements. In no event will the assets of the Company be used to compensate placement agents, finders or other Persons for marketing Interests otherwise introducing prospective investors to the Company. 

Except to the extent otherwise required by law, no Managing Member Associate shall be personally liable for: (a) the repayment, satisfaction or discharge of any debt, liability, obligation or commitment of the Company whether arising in tort, contract or otherwise; (b) the repayment, to any Class A Member or Assignee of the Company, of any Capital Contribution of such Class A Member or Assignee; or (c) any decrease in the value of any Capital Account of any Class A Member or Assignee of the Company.

Managers.

(a)  The Managing Member or any other Managing Member Associate may (but in no event shall be required to) make one or more Capital Contributions to the Company at such time(s) and in such amount(s) as it may determine in its sole and absolute discretion. 

(a)  The Managing Member shall receive an Asset Management Fee (“Asset Management Fee”) in the amount of 2% per annum of the Capital Contributions, as adjusted from time to time to reflect Capital Withdrawals, distributions, allocations and other capital account adjustments. The Asset Management Fee shall be paid monthly on the fifteenth (15) day of the month, or succeeding business day, commencing on the fifteenth (15^th) day (or succeeding business day) of the second month following the Initial Closing and on a monthly basis thereafter and shall be calculated as of the last day of the preceding month. Additionally, the Managing Member shall be entitled to distributions of Net Income as a Class B Member as set forth in Section 6.1.   

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  (b)  Subject to Section 3.1(c), to the extent any Managing Member Associate incurs any costs or expenses of any of the types described or referred to in Section 3.1(b)(vi), the Company shall reimburse such Managing Member Associate for such cost or expense (unless the Managing Member determines, in its sole and absolute discretion, that such Managing Member Associate shall bear such cost or expense without reimbursement).

In connection with the investment activities of the Company, the Managing Member shall employ the services of Good ▇▇▇▇▇▇▇ Capital Management, Inc (the “Investment Manager”) to assist in the identification, due diligence, acquisition, investment management and disposition of Company Assets. Pursuant to the terms of the Investment Management Agreement, the Investment Manager will be entitled to receive certain fees and expenses, which shall be payable from the Managing Member’s share of Net Income and directed to the Investment Manager. Each Member and Assignee shall be deemed to have: (a) given full and informed consent to each action and practice involving an actual or potential conflict between the interests of the Managing Member and the Investment Manager, on the one hand, and any one or more of the Company, the Class A Members and the Assignees, on the other hand; and (b) agreed not to object to any such action or practice, and not to bring or participate in bringing any Proceeding against any the Managing Member, any Managing Member Associate, the Investment Manager or the Company, on the grounds that such action or practice involves or involved a breach of the fiduciary duty of loyalty on the part of the Managing Member or any other Managing Member Associate, if: (i) such action or practice is described in this Agreement; (ii) such action or practice was described in the Offering Circular (if any) relating in effect at the time such Class A Member was admitted as a Class A Member or at the time such Assignee became an Assignee; or (iii) the Managing Member has given Notification to the Class A Members, at least thirty (30) calendar days prior to taking such action or implementing such practice, setting forth, in reasonable detail, all material facts relating to such action or practice.

(a)  Notwithstanding any limitation on any right, power or authority of the Managing 

Member described herein, any Person dealing with the Company shall be entitled to assume that the Managing Member has full right, power and authority to cause the Company to exercise or invoke any right, power, authority or privilege that a limited liability company formed under the Act may lawfully exercise or invoke, and no Person dealing with the Managing Member or any other Managing Member Associate shall be obligated to ascertain that the provisions of this Agreement have been complied with or to inquire into the necessity or expedience of any action of the Managing Member or any other Managing Member Associate.

(b)  Each and every certificate, instrument or other document executed on behalf of the Company  by the Managing Member shall be conclusive evidence in favor of each and every Person relying thereon or claiming thereunder that: (i) at the time of the execution and delivery of such certificate, instrument or document, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, instrument or document was duly authorized and empowered to do so for and on behalf of the Company; and (iii) such certificate, instrument or other document was duly executed and delivered in accordance with this Agreement and is binding upon the Company. 

(a) The Managing Member may, with the approval of the Class A Members, on behalf of the Company, secure loans, lines of credit or enter into one or more agreements for lines of credit and other debt financings, which may include lines of credit secured by all or a portion of the Company’s Investments and other assets. 

3.9 Resignation.  The Managing Manager may resign as manager upon no less than thirty (30) days prior written notice to the Class A Members. 

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3.10 Vacancies.  Each vacancy of the manager shall be filled by the vote of the Class A Members holding a majority of the Class A Interests.  A manager elected to fill a vacancy shall be elected to serve until such manager’s successor is duly elected and qualified, or until such manager resigns.

(d)  None of the Company, the Company or any Managing Member Associate is obligated to apply for or obtain a reduction of or exemption from any applicable withholding tax on behalf of any Member or Assignee of the Company. 

(a)  No Class A Member or Assignee, in its capacity as such, shall: (i) take part in the management or conduct of the business or affairs of the Company, or act, or transact any business, in the name of or otherwise for or on behalf of the Company; (ii) have the right, power or authority to execute documents for, incur any indebtedness or expenditures on behalf of or otherwise bind the Company in connection with any matter; or (iii) have the right, power or authority to authorize, approve, agree or consent to, or vote on, any matter affecting the Company, except to the extent any such right, power or authority is expressly granted to such Class A Member or Assignee by this Agreement or by provisions of the Act that may not lawfully be modified or nullified by agreement among the members of a limited liability company formed under the Act. Wherever this Agreement provides that the Managing Member may take, approve or agree to a particular action, do a particular thing, or make a particular designation, election, selection or determination (or cause the Company to take, approve or agree to a particular action, do a particular thing or make a particular designation, election, selection or determination), and such case does not expressly require Class A Member or Assignee authorization, approval, agreement or consent or the vote of Class A Members or Assignees, the Managing Member shall possess full right, power and authority to take, approve or agree to such action, to do such thing, or to make such designation, election, selection or determination (or to cause the Company to take, approve or agree to such action, do such thing or make such designation, election, selection or determination), without obtaining any prior or subsequent authorization, approval, agreement, consent or vote of any Class A Member or Assignee. 

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discretion, may cause the Company to enter into an agreement with any Class A Member or Assignee whereby such Class A Member or Assignee agrees to waive any or all of such Class A Member’s rights, powers and authority to authorize, approve, agree or consent to, or vote on, any matter or matters affecting the Company.

(a) the Managing Member’s continued breach of any material provision of the operating agreement following a period of 30 days after written notice thereof (or 45 days after written notice of such breach if the Managing Member, under certain circumstances, has taken steps to cure such breach within 30 days of the written notice); 

(b) the commencement of any proceeding relating to the bankruptcy or insolvency of the Managing Member, including an order for relief in an involuntary bankruptcy case or the Managing Member authorizing or filing a voluntary bankruptcy petition; 

(c) the Managing Member commits fraud against the Company, misappropriating or embezzling the Company’s funds, or acting, or failing to act, in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under the operating agreement; provided, however, that if any of these actions is caused by an employee, personnel and/or officer of the Managing Member or one of its affiliates and the Managing Member (or such affiliate) takes all necessary and appropriate action against such person and cures the damage caused by such actions within 30 days of the Managing Member’s actual knowledge of its commission or omission, then the Managing Member may not be removed; or 

(d) the dissolution of the Managing Member. 

Unsatisfactory financial performance of the Company does not constitute “Cause” under this Agreement.

(a) Each Class A Member shall make contributions of capital to the Company in accordance with this Agreement and the terms and conditions of each Class A Member’s respective Subscription Agreement.   In connection with the making of a capital contribution, each Class A 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, including, without limitation, the execution of a Subscription Agreement and a counterpart of this Agreement.  

(i) Each Class A Member will be required to contribute not less than $5,000 to the Company for the purchase of Interests, although the Managing Member may elect to accept less in its sole discretion.  

(ii) Each Class A Member shall contribute its Capital Contributions to the Company, by check or by wire transfer of immediately available funds, and in the case of a wire transfer, to the bank account of the Company as shall be designated by the Member at the closing of the purchase of such Class A Member’s Interests. 

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(b) Closings. 

(c) Admissions of Additional Members. 

(i) The Managing Member may, in its sole discretion, schedule one or more Subsequent Closings for such Person or Persons seeking admission to the Company as an additional Member of the Company and an owner or a Member wishing to purchase additional Interests in the Company, subject to the determination by the Managing Member in the exercise of its good faith judgment that, in the case of each such admission or increase, the following conditions have been satisfied: 

(ii) The 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. 

of Interests in the Company. The Interests shall be divided into two (2) classes, the Class B Interests, which shall be held exclusively by the Managing Member and the Class A Interests which shall be held by the Class A Members. Interests shall be deemed to be personal property giving only the rights, powers, authority, privileges and preferences provided in this Agreement, notwithstanding the nature of the property held by the Company.

(b)  The relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations applicable to such Interests and such Class A Members and Assignees as are otherwise set forth in this Agreement. 

(c)  Each Interest, when issued and fully paid for in accordance with the provisions of the related Subscription Agreement, shall be fully paid and nonassessable, and, subject to Section 4.1(c), neither the Company, nor any officer, employee or agent of the Company, shall have the right, power or authority to call upon a Class A Member or Assignee to pay any sum of money whatsoever in respect of such Class A Member’s or Assignee’s Interest, whether in the form of a Capital Contribution, a loan or otherwise, other than that which such Class A Member or Assignee has agreed to pay by way of such Subscription Agreement or has otherwise expressly agreed to pay. However, each Person shall be liable to return to the Company amounts previously distributed to it as follows: 

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conditions as the Managing Member may determine. This Section 5.1(c)(i) shall not apply to distributions made pursuant to Article XI.

(ii)  A Person who receives any amount distributed in violation of Section 18-804(a) of the Act shall be liable for the return of such amount, together with interest thereon from the date of such distribution at a floating rate determined by the Liquidating Trustee, notwithstanding that such Person had no knowledge of such violation at the time of its receipt of such amount. Subject to the provisions of Section 18-502(b) of the Act, the Liquidating Trustee may compromise or waive any such liability on such terms and subject to such conditions as the Liquidating Trustee may determine. 

(iv)  Without limiting the scope of Section 5.1(c)(iii), the Managing Member may determine to treat any expenditure that is incurred, or any liability  that becomes known or fixed, after the Accounting Period in which the event or circumstance (whether known or unknown) giving rise to such expenditure or liability occurred (the “Prior Accounting Period”) as either (i) arising in the Accounting Period in which such expenditure is incurred or such liability becomes known or fixed or (ii) arising in such Prior Accounting Period, in which later case the Persons who were Class A Members or Assignees as of the beginning of such Prior Accounting Period shall be liable for such expenditure or liability on a pro rata basis in accordance with the Opening Balances of their Capital Accounts as of the beginning of such Prior Accounting Period (regardless of whether such Persons are Class A Members or Assignees during the Accounting Period in which such expenditure is incurred or such liability becomes known or fixed), together with interest thereon from the date such expenditure is incurred or such liability becomes known or fixed, at a floating rate determined by the Managing Member. 

(v)  Subsequent to the completion of the winding up of the business and affairs, each Class A Member, Assignee and former Class A Members or Assignees shall remain liable (for the time period set forth in Section 9.2(h)) in an aggregate amount not to exceed such Person’s aggregate Capital Withdrawals, to the extent necessary to enable the Company to satisfy its Indemnification Obligations. 

(e)  If a Person receives a distribution in an amount less than the amount to which such Person was entitled under this Agreement because the value of the Net Asset Value attributable to such Person’s Capital Account was underestimated or miscalculated for any reason (irrespective of whether the event or circumstance giving rise to such underestimation or miscalculation was known or unknown to the Managing Member or such Person at the time of such distribution), the Managing Member, in its sole and absolute discretion, may: (i) cause the Company to pay the amount of such difference to such Person, together with interest thereon from the date of such distribution at a floating rate determined by the Managing Member; or (ii) adjust the Capital Account of such Person upward to reflect: (A) the amount due such Person plus (B) interest thereon from the date of  

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such distribution at a floating rate determined by the Managing Member (and, in either case, make corresponding downward pro rata adjustments to the other Capital Accounts).

(a)  After the date of this Agreement, the Company shall not admit any Person as a 

Class A Member unless such admission is effected in accordance with Section 5.2(b) or Section 5.4(b)(ii)(A).

(c)  The Managing Member may accept or reject any Subscription Agreement, or accept or reject all or any portion of a Person’s proposed Capital Contribution under such Person’s Subscription Agreement, in its sole and absolute discretion. 

(d)  Each Person whose Subscription Agreement has been accepted by the Managing Member shall, to the extent the Managing Member has agreed to accept a Capital Contribution under such Subscription Agreement, make such Capital Contribution in cash in immediately available funds (unless the Managing Member agrees in its sole and absolute discretion to accept such Capital Contribution in the form of property other than cash) at the time(s) and place(s) set forth in such Subscription Agreement or in a Notification given to such Person pursuant to such Subscription Agreement; provided, however, that subject to the provisions of Section 18-502(b) of the Act, the Managing Member may compromise or waive any obligation a Person may have under such Person’s Subscription Agreement (including an obligation to make a Capital Contribution) or otherwise, on such terms and subject to such conditions as the Managing Member may determine. 

(e)  If the Managing Member accepts a Person’s Subscription Agreement, it shall (subject to the provisions of Section 5.4) cause the books and records of the Company to reflect the admission of such Person as a Class A Member of the Company in accordance with the terms of such Person’s Subscription Agreement. 

(f)  A Person who has been admitted as a Class A Member and who wishes to make an additional Capital Contribution not required to be made under such Person’s Subscription Agreement may do so only upon the approval of the Managing Member. The Managing Member may withhold such approval in its sole and absolute discretion. 

to be recorded on separate and distinct books and records of the Company. The Company shall not issue certificates certifying the ownership of Interests therein.

(b) Duties and Liabilities of Transferors and Transferees. 

(i) Duties and Liabilities of Transferors. 

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(B)  In the case of a proposed Transfer of an Interest of the type described in Section 5.4(b)(i), the transferee or the transferor of such Interest (or interest therein) shall, upon the request of the Managing Member and at such Person’s sole cost and expense, either cause the Company to be provided with, or authorize the Company obtain, a legal opinion, in form and substance acceptable to the Managing Member and rendered by legal counsel acceptable to the Managing Member, to the effect that such proposed Transfer is exempt from or not subject to the registration requirements of the 1933 Act and any applicable state securities laws. 

(C) In the case of any Transfer of an Interest (or any interest therein), the transferor or transferee of such Interest (or interest therein) shall, upon the request of the Managing Member and at such Person’s sole cost and expense, either cause the Company to be provided with, or authorize the Company to obtain, a legal opinion, in form and substance acceptable to the Managing Member and rendered by legal counsel acceptable to the Managing Member, to the effect that the Transfer will not result in: (1) the termination of the Company as a partnership for federal income tax purposes or (2) the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and applicable Treasury Regulations. 

(D)  Unless the Managing Member expressly agrees otherwise in its 

sole and absolute discretion, no Transfer of an Interest (or any interest therein) shall relieve the transferor

of its duties, liabilities and obligations under this Agreement.

(ii) Rights, Duties and Liabilities of Transferees. 

(C)  An Assignee admitted as a Class A Member pursuant to Section 5.4(b)(ii)(A) shall, to the extent of the Interest transferred to such Assignee, succeed to all of the rights, powers and authority of the transferor Class A Member under this Agreement in the place and stead of such transferor Class A Member, except to the extent the Managing Member (in its sole and absolute discretion) and such Assignee expressly agree otherwise. 

(D)  Unless the Managing Member expressly agrees otherwise in its sole and absolute discretion, notwithstanding any provision of Section 18-704(b) of the Act, any Assignee 

to whom an Interest (or an interest therein) is Transferred, whether or not such Assignee is admitted as a Member, shall, to the extent of such Interest (or interest therein), succeed to the duties, obligations and liabilities of the transferor under this Agreement.

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(c) Effective Dates of Transfers. 

(i)  Transfers of Interests (or interests therein) pursuant to this Section 5.4 may be made on any day, but for purposes of this Agreement, a Transfer shall be deemed to occur at the beginning of the Accounting Period during which such Transfer occurs, if such Transfer occurs on or prior to the fifteenth (15th) day of such Accounting Period, or at the beginning of the Accounting Period immediately following the Accounting Period during which such Transfer occurs, if such Transfer occurs after the fifteenth (15th) day of an Accounting Period, or at such other time determined by the Managing Member pursuant to such convention as may be administratively feasible and consistent with applicable law. 

(ii)  All distributions pursuant to this Agreement attributable to a Transferred 

Interest (or interest therein): (A) with respect to which the distribution record date determined by the Managing Member is before the date such Transfer is deemed to occur, shall be made to the transferor, and (B) with respect to which the distribution record date determined by the Managing Member is on or after the date such Transfer (other than a pledge, encumbrance, hypothecation or mortgage) is deemed to occur, shall be made to the transferee.

(iii)  If any Interest (or an interest therein) is deemed to be Transferred on any day other than the first day of a calendar year, then each Tax Item attributable thereto for such year shall be allocated to the transferor and the transferee by taking into account their varying interests during such year in accordance with Section 706(d) of the Code, using any method permitted thereunder selected by the Managing Member. 

(d)  Effect of Non-Complying Transfers. Any Transfer of any Interest (or interest therein) in breach of this Section 5.4, and any Transfer that has (or, in the Managing Member’s judgment, is likely to result in) an Adverse Regulatory Effect, shall be wholly null and void and shall not effectuate the Transfer contemplated thereby. The Company shall have the right to obtain injunctive relief (in addition to and not in lieu of any other remedies available to either or both of them) in the event of: (i) any breach or threatened breach of this Section 5.4; or (ii) any Transfer that has (or, in the Managing Member’s judgment, is likely to result in) an Adverse Regulatory Effect. Any Person who Transfers an Interest (or an interest therein) in breach of this Section 5.4 shall reimburse the Company for all costs and expenses reasonably incurred by the Company in enforcing this Section 5.4 with respect to such Transfer. 

5.5 Expenses.  The Company generally will bear all costs and expenses associated with the initial setup of the Company and the offering of Interests and its ongoing operations, except as otherwise described in this Offering Circular. The Company’s ongoing operational costs and expenses consist primarily of: (i) costs and expenses incurred in connection with the ongoing offer and sale of Interests; (ii) costs and expenses incurred by the Managing Member or Investment Manager in connection with investigating investment opportunities for the Company and reviewing the continuing suitability of the Company’s investments in light of the Company’s investment objectives; (iii) costs and expenses incurred in connection with the investment and reinvestment of the Company’s assets, including purchase prices, commissions, ▇▇▇▇-ups, ▇▇▇▇-▇▇▇▇▇ and spreads, and related clearing and settlement charges; (iv) Management Fees, custodial, administrative, legal, accounting, auditing, record-keeping, appraisal, tax form preparation, compliance and consulting costs and expenses (including costs and expenses associated with obtaining systems and other information designed to facilitate Company accounting or record-keeping, including related hardware and software); (v) fees, costs and expenses of third-party service providers that provide such services (including fees, costs and expenses of attorneys retained by the Managing Member or the Investment Manager to represent the Managing Member or Investment Manager, as applicable, in connection with the business and affairs of the Company, to the extent such fees, costs and expenses relate to advice provided to the Managing Member or Investment Manager by such attorneys with respect to such business and affairs); (vi) acquisitions fees, servicing fees, administrative fees, disposition fees and other fees related to the Company assets; (ix) insurance costs and expenses; (x) bank service fees; (xi) costs and expenses associated with preparing investor communications; (xii) printing and mailing costs and expenses; (xiii) fees and taxes imposed by any governmental entity or self-regulatory organization, including licensing, filing, registration and exemption fees and withholding, transfer and franchise taxes; (xiv) the Company’s indemnification obligations under the Operating Agreement, the IMA and other agreements to which the Company may be a party; and (xv) extraordinary costs and expenses, if any. The Managing Member and Investment Manager shall be responsible for their respective overhead costs and expenses, including, but not limited to, salaries and office rental fees. 

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pursuant to this Section 6.1(a)(i) equals the amount of their unpaid Class A Preferred Return;

 Notwithstanding the foregoing, any income derived from origination fees shall be allocated and distributed equally between the Class A Members and the Managing Member.  

(b)  Commencing on the fifteenth (15^th) day (or succeeding business day) of the second month following the date of a Closing of the purchase of Interests by a Class A Member and on the fifteenth (15^th) day (or succeeding business day) of each month thereafter, the Class A Member will be entitled to receive distributions in an amount equal to one-twelfth (1/12) of the Class A Preferred Return under Section 6.1(a)(i), prorated as applicable for the amount of time that a Member was a member of the Fund during such month.    

(d)  Unless a Member elects to have such amounts reinvested, all cash in the form of quarterly distributions and monthly Preferred Returns will be distributed to the Members.  An election to reinvest the quarterly income distribution or monthly Preferred Return is revocable at any time upon a written request to revoke such election.  If no election is made, then the quarterly income distribution and Preferred Return will be distributed to the Members.  Members may change their election at any time upon ninety (90) days written notice to the Fund.  Upon receipt and after the ninety (90) day notice has occurred, the Member’s election shall be changed and reflected on the following first day of the successive calendar quarter in which the Member is entitled to receive a distribution.  Notwithstanding the preceding sentences, the Managing Member may at any time immediately commence with income distributions in cash only (hence, suspending the reinvestment option for such Member(s) to any Member(s) in order for the Fund to remain exempt from the ERISA plan asset regulations.  (See “ERISA Considerations” and “Summary of Company Agreement” below).  In addition, the Managing Member may elect to redeem all or a part of a Member’s Interests for any reason upon thirty (30) days written notice to the Member at a price equal to the Member’s capital contribution plus any accrued but unpaid Preferred Return and other fees which owed to the Member on the date of redemption.   The Managing Member may also, by notice to a Member, force the sale of all or a portion of such Member’s Interest on such terms as the Managing Member determines to be fair and  

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reasonable, or take such other action as it determines to be fair and reasonable in the event that the Managing Member determines or has reason to believe that: (i) such Member has attempted to effect a transfer of, or a transfer has occurred with respect to, any portion of such Member’s Interest in violation of the Operating Agreement; (ii) continued ownership of such Interest by such Member is reasonably likely to cause the Company to be in violation of securities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization applicable to the Managing Member or its affiliates; (iii) continued ownership of such Interest by such Member may be harmful or injurious to the business or reputation of the Fund or the Managing Member, or may subject the Company or any Members to a risk of adverse tax or other fiscal consequence, including without limitation, adverse consequence under ERISA; (iv) any of the representations or warranties made by such Member in connection with the acquisition of such Member’s Interest was not true when made or has ceased to be true; or (v) such Member’s Interest has vested in any other person by reason of the bankruptcy, dissolution, incompetency or death of such Member.   

(e) No Class A Member has any right to demand and receive any distribution in a form other than cash. All distributions of cash or property (distributions in kind) shall be made at such time and in such manner as is determined by the Managing Member. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Class A Member pursuant to this Section 6.1. 

(a) Capital Withdrawals are subject to an initial eighteen (18) month lock-up period (“Lock-Up Period”) from the date of Closing of a purchase of Interests by a Class A Member, and no Capital Withdrawals will be made by a Class A Member at any time prior to the end of the Lock-Up Period; provided, however, the Managing Member may, in its sole discretion, allow the redemption of a Class A Member’s investment prior to the expiration of the applicable Lock Up Period subject to a discretionary withdrawal penalty equal to five percent (10%) of the amount of the Capital Withdrawal (“Early Withdrawal Fee”).  The Early Withdrawal Fee shall be payable to the Company and considered earned by the remaining Members; 

(b) A Class A Member seeking to redeem all or a portion of its Interests shall provide the Managing Member with written notice of its election to redeem its Interests no less than ninety (90) days prior to the date in which the requested Capital Withdrawal be made; 

(c) Subject to Section 6.3(d) Capital Withdrawals shall at no time exceed twenty-five percent (25%) of a Member’s total Capital Account balance during any three (3) month period and the Company shall only be required to distribute 25% of such Member’s total Capital Account balance in any three (3) month period; 

(e) Capital Withdrawals shall be based upon a Class A Member’s Capital Account Balance at the time such Capital Withdrawal is made; 

(f) the Managing Member reserves the right to deny, suspend or modify any Capital Withdrawals or any redemption request if the Manager, in its sole discretion, believes that the Company does not have sufficient liquidity to honor such request or if the Managing Member believes such distribution to be contrary to the best interest of the Company or the non-withdrawing Members, to prevent an undue burden on the Company’s  

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liquidity, to preserve or facilitate the Company’s tax status, following any material decrease in the Company’s NAV, or for any other reason. The Managing Member may also, in its sole discretion, decline any particular redemption request if it believes such action is necessary to preserve or facilitate the Company’s tax status;

(g) except as modified by the Managing Member, Capital Withdrawals will be made in the order of request; provided, however, the Managing Member shall be under no obligation to liquidate loans or sell assets of the Company out of the ordinary course of business specifically to meet any Capital Withdrawal request.  If one or more requests for redemption are made in the same month, those Capital Withdrawals will be made pro-rata as liquidity becomes available and not on a first come / first serve basis (unless otherwise elected by the Managing Member);  

(h) in the event that the date upon which a Capital Withdrawal is to be made falls upon any day other than the first day of a month, then the Class A Member shall not be entitled to receive an allocation of Net Income under Section 6.1 with respect to the redeemed Interests for the period between the first day of the month in which the Capital Withdrawal takes place and the actual date in which the Capital Withdrawal is made; and  

(i)  each Class A Member seeking redemption shall complete a Redemption Notice substantially as set forth on Exhibit A. 

(a)  The Managing Member may at any time require any Class A Member or Assignee to withdraw all or any portion of its Capital Account, or withdraw as a Class A Member or Assignee, in either case without notice to such Class A Member or Assignee, if: (i) the Managing Class A Member determines that such Class A Member or Assignee made a material misrepresentation to the Company in connection with acquiring its Interest or is unable to perform its obligations under this Agreement; (ii) a Proceeding is commenced or threatened against the Company, any other Class A Member or Assignee, arising out of, or relating to, such Class A Member’s or Assignee’s investment in the Company; (iii) such Class A Member or Assignee Transferred such Interest (or any interest therein) in violation of Section 5.4 or in a manner that has resulted in (or, in the Managing Member’s judgment, is likely to result in) an Adverse Regulatory Effect; or (iv) such Class A Member’s or Assignee’s ownership of such Interest (or any interest therein) has resulted in (or, in the Managing Member’s judgment, is likely to result in) an Adverse Regulatory Effect. 

(b)  Any Class A Member or Assignee who is required to withdraw an amount from its Capital Account or to withdraw as a Class A Member or Assignee pursuant to this Section 6.4 shall withdraw from its Capital Account the amount such Class A Member or Assignee is required to withdraw, as specified by the Managing Member. 

6.5 Compulsory Redemptions 

(a) The Company may also compulsorily redeem all or part of a Class A Member’s Interests at any time and for any reason in the sole discretion of the Managing Member upon thirty (30) days written notice to the Class A Member at a price equal to the Class A Member’s capital contribution plus any accrued but unpaid Preferred Return and other income which is owed to the Class A Member on the date of redemption. In addition, the Managing Member may immediately expel a Class A Member for cause if (i) the Class A Member has materially breached or is unable to perform the Class A Member’s material obligations under this Agreement, (ii) a proceeding is commenced or threated against the Company arising out of a Class A Member’s investment in the Company, or (iii) such ownership has resulted in an adverse effect. A Class A Member’s expulsion from the Company will be effective upon the Class A Member’s receipt of written notice of the expulsion by the Company. 

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6.6(a) shall not be construed to limit a former Member’s or Assignee’s right (subject to the limitations contained in Articles IX and XII) to bring any Proceeding against the Company any Managing Member Associate or any Liquidating Trustee Associate.

(b)  A Person who is permitted or required to resign or withdraw as a Class A Member or Assignee pursuant to the provisions of this Agreement shall continue as a Class A Member or Assignee, as the case may be, until the effective date of such resignation or withdrawal, but not thereafter, notwithstanding that withdrawal proceeds are not paid to such Person until after the effective date of such resignation or withdrawal. 

7.1 Capital Accounts.  A capital account (a "Capital Account") shall be established and maintained for each Member to which shall be credited the Capital Contributions made by such Member and such Member’s allocable share of Net Income (and items thereof), and from which shall be deducted distributions to such Member of cash or other property and such Member's allocable share of Losses (and items thereof). To the extent not provided for in the preceding sentence, the Capital Accounts of the Members shall be adjusted and maintained in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). 

7.2 Allocations to Capital Accounts. 

(a) Except as provided in Section 7.2(b) or elsewhere in this Agreement, Tax Items for any fiscal year shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount equal to the distributions that would be made to such Member during such fiscal year pursuant to Section 6.1. The Managing Member may, in its discretion, make such assumptions as it deems necessary or appropriate in order to effectuate the intended economic arrangement of the Members. 

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during such last fiscal year pursuant to Section 6.1. The Managing Member may, in its discretion, apply the principles of this Section 7.2(b) to any fiscal year preceding the fiscal year in which the Company dissolves and terminates (including through application of Section 761(e) of the Code) if delaying application of the principles of this Section 7.2(b) would likely result in distributions under Section 6.9 that are materially different from distributions under Section 6.1 in the fiscal year in which the Company dissolves and terminates.

(c) The following special allocations shall be made in the following order: 

(i) Minimum Gain Chargeback.  Notwithstanding any other provision of this Section 7.2, if there is a net decrease in Company minimum gain (as defined in Treasury Regulations Section 1.704-2(b)(2) and (d)) during any fiscal year, the Members shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Member's share of the net decrease in Company minimum gain, determined in accordance with Treasury Regulations Section 1.704-2(f) and (g). This Section 7.2(c)(i) is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith. 

(ii) Member Minimum Gain Chargeback.  Notwithstanding any other provision of Section 7.2, if there is a net decrease in Member nonrecourse debt minimum gain attributable to a Member nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(i)) during any fiscal year, each Member shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Member's share of the net decrease in Member nonrecourse debt minimum gain attributable to such Member's nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i). This Section 7.2(c)(ii) is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith. 

(iii) Qualified Income Offset.  In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the deficit, if any, in such Member's Capital Account (as determined under Treasury Regulations Section 1.704-1) as quickly as possible, provided that an allocation pursuant to this Section 7.2(c)(iii) shall be made only if and to the extent that such Member would have such Capital Account deficit after all other allocations provided for in Section 7.2 have been tentatively made as if this Section 7.2(c)(iii) were not in this Agreement. This Section 7.2(c)(iii) is intended to comply with the qualified income offset provisions in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. 

(iv) Gross Income Allocation.  In the event any Member has a deficit balance in such Member's Capital Account (as determined after crediting such Capital Account for any amounts that such Member is obligated to restore or is deemed obligated to restore pursuant to Treasury Regulations Section 1.704-2), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account as quickly as possible; provided that an allocation pursuant to this Section 7.2(c)(iv) shall be made only if and to the extent that such Member would have such Capital Account deficit (as so determined) after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) have been tentatively made as if this Section 7.2(c)(iv) were not in this Agreement. 

(v) Loss Allocation Limitation.  No allocation of Losses (or items thereof) shall be made to any Member to the extent that such allocation would create or increase a deficit in such Member's Capital Account (as determined after debiting such Capital Account for the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) and crediting such Capital Account for any amounts that such Member is obligated to restore or is deemed obligated to restore pursuant to Treasury Regulations Section 1.704-2). 

(d) Tax Items shall be allocated on a monthly basis. 

(e) The Managing Member is authorized to adopt any convention or combination of conventions likely to be upheld for federal income tax purposes regarding the allocation and/or special allocation of items of Company income, gain, loss, deduction and expense with respect to a newly issued Interest, a transferred Interest  

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and a redeemed Interest. A transferee of an Interest in the Company shall succeed to the Capital Account of the transferor Member to the extent it relates to the transferred Interest.

(f) Syndication expenses (as defined in Section 709(a) of the Code) for any fiscal year shall be allocated to the Capital Accounts of the Members so that, as nearly as possible, the cumulative amount of such expenses allocated with respect to such Member corresponds to the amount paid by such Member.   

(g) Interest expense attributable to borrowings shall be specially allocated pro rata to the Members. 

(h) Management Fee expenses shall be determined in a manner consistent with each Member’s Capital Account, so that, as nearly as possible, the cumulative amount of such expenses allocated with respect to each Member corresponds to the amount paid by such Member. 

(i) Loans and Loan Interests with significant risk of loss may be “Side-Pocketed” by the Managing Member.  As a result, the ownership in such investment may be limited to the then-current Members.   

7.3 Tax Allocations. 

(a) Except as otherwise provided in Section 7.3(b), for each fiscal period, items of Company income, gain, loss, deduction and expense shall be allocated, for federal, state and local income tax purposes, among the Members in the same manner as the Tax Items of which such items are components were allocated pursuant to Section 7.2. 

(b) Income, gains, losses and deductions with respect to any property (other than cash) contributed or deemed contributed to the capital of the Company shall, solely for income tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Fair Market Value at the time of the contribution or deemed contribution in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. Such allocations shall be made in such manner and utilizing such permissible tax elections as determined in the discretion of the Managing Member. If there is a revaluation of Company property pursuant to the definition of Book Value, subsequent allocations of income, gains, losses or deductions with respect to such property shall be allocated among the Members so as to take account of any variation between the adjusted tax basis of such property to the Company for federal income tax purposes and its Fair Market Value in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. Such allocations shall be made in such manner and utilizing such permissible tax elections as determined in the discretion of the Managing Member. 

(c) Allocations pursuant to this Section 7.3 are solely for federal, state and local tax purposes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or allocable share of Tax Items. 

(d) The Members acknowledge that they are aware of the tax consequences of the allocations made by this Section 7.3 and hereby agree to be bound by the provisions of this Section 7.3 in reporting their respective shares of items of Company income, gain, loss, deduction and expense. 

7.4 Determinations by Managing Member. 

All matters concerning the computation of Capital Accounts, the allocation of items of Company income, gain, loss, deduction and expense for all purposes of this Agreement and the adoption of any accounting procedures not expressly provided for by the terms of this Agreement shall be determined by the Managing Member in its discretion. Such determinations shall be final and conclusive as to all the Members. Without in any way limiting the scope of the foregoing, if and to the extent that, for income tax purposes, any item of income, gain, loss, deduction or expense of any Member or the Company is constructively attributed to, respectively, the Company or any Member, or any contribution to or distribution by the Company or any payment by any Member or the Company is recharacterized, the Managing Member may, in its discretion and without limitation, specially allocate items of Company income, gain, loss, deduction and expense and/or make correlative adjustments to the Capital Accounts of the Members in a manner so that the net amount of income, gain, loss, deduction and expense realized by each

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relevant party (after taking into account such special allocations) and the net Capital Account balances of the Members (after taking into account such special allocations and adjustments) shall, as nearly as possible, be equal, respectively, to the amount of income, gain, loss, deduction and expense that would have been realized by each relevant party and the Capital Account balances of the Members that would have existed if such attribution and/or recharacterization and the application of this sentence of this Section 7.4 had not occurred. Notwithstanding anything expressed or implied to the contrary in this Agreement, in the event the Managing Member shall determine, in its discretion, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Members, the Managing Member may make such modification.

(b)  Each Class A Member or its duly authorized representative, upon reasonable demand to the Managing Member (which demand shall be in writing and shall state the purpose thereof), shall have the right, subject to the provisions of Section 8.6, Section 18-305(c) of the Act and such other reasonable standards as may be established from time to time by the Managing Member (including standards governing what information and documents are to be furnished at what time and location and at whose cost and expense), to inspect the Required Records, at the principal office of the Company (during usual business hours), or to obtain copies of the Required Records from the Managing Member, for any purpose reasonably related to such Member’s interest as a Member; provided, however, that, except to the extent otherwise required by law: (i) no Member of the Company shall have the right to inspect any Subscription Agreement to which such Member is not a party, notwithstanding that such Subscription Agreement is a Required Record; and (ii) neither the Company nor the Managing Member shall be required to disclose or furnish to any Member the identity (or related information, such as address and phone number) of any other Member of Assignee. For the avoidance of doubt, except to the extent otherwise required by law: (A) no Member shall have the right to inspect any books or records in the possession or under the control of the Managing Member (or any of its Affiliates) or the Company to the extent such books or records are not Required Records; and (B) no Assignee shall have the right to inspect any Required Records or any other books and records in the possession or under the control of the Managing Member (or any of its Affiliates) or the Company. 

(a)  The Fiscal Year shall be the calendar year and the Accounting Period shall be the same as the Fiscal Year. 

(b)  The Managing Member shall cause the Company to keep its financial books under the cash method of accounting, and, as to matters not specifically covered in this Agreement, in accordance with generally accepted accounting principles applied on a consistent basis. The Managing Member reserves the rights to change the method of accounting in its sole discretion. 

(a)  The Managing Member shall determine the amount of the Liabilities in accordance with generally accepted accounting principles (except as otherwise provided in Section 8.3(c) or in the Offering Circular. 

(b)  For purposes of determining the Liabilities at a particular time, the Managing Member may estimate costs or expenses that are incurred on a regular or recurring basis over yearly or other periods and treat the amount of any such estimate as accruing in equal portions over any such period. 

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information tax returns (“Tax Returns”) to be prepared and timely filed (subject to the Managing Member’s discretion to obtain extensions) with the appropriate authorities.

under the tax laws of the United States, the several states and other relevant jurisdictions (“Tax Laws”) as

to the treatment of Tax Items or any other method or procedure relating to the preparation of the Tax Returns.

(c)  The Managing Member may cause the Company to make (or refrain from making) any and all tax elections permitted by the Tax Laws, including the election referred to in Section 754 of the Code, and may charge the costs of complying with such election to the Member(s) or Assignee(s) who requested that such election be made. 

(d)  As soon as reasonably practicable after the end of each Fiscal Year, the Managing Member shall cause to be delivered to each Person who was a Member or Assignee at any time during such Fiscal Year such tax information and schedules relating as are necessary to enable such Person to prepare its federal income tax return in accordance with the laws, rules and regulations then prevailing. 

(e)  Each Member and Assignee agrees in respect of any year in which such Member or Assignee had an investment, unless the Managing Member expressly agrees otherwise in its sole and absolute discretion, such Member or Assignee shall not: (i) treat, on its tax returns, any Tax Item relating to such investment in a manner inconsistent with the treatment of such Tax Item, as reflected on the Schedule K-1 or other information statement furnished by the Company to such Member or Assignee; or (ii) file any claim for a refund relating to any such Tax Item based on, or which would result in, any such inconsistent treatment. 

(f)  The Managing Member is hereby appointed the “tax matters partner” of the Company for all purposes pursuant to Sections 6221-6231 of the Code. 

(g)  Each Member and Assignee shall furnish the Managing Member with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents or as are necessary with respect to any withholding taxes imposed by countries other than the U.S. Each Member and Assignee represents that the information and forms furnished by him shall be true and accurate in all respects and agrees to indemnify the Company and the Managing Member for his allocable share of any applicable tax of any type (including any liability for penalties, additions to tax or interest) attributable to his share of income or the distributions to him. 

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and Assignees pursuant to Section 8.4, the identities of other Members and Assignees, any offering materials used in connection with the marketing and private placement of Interests in the Company (including this Agreement and the Subscription Agreements) and any information or matter related to any investment made by the Company (all of the foregoing, “Confidential Information”).

Section 8.6(a):

(c)  Disclosure of Tax Treatment. Notwithstanding anything to the contrary in this Agreement or in any other documents pertaining to an investment in the Company, a Member or Assignee (or any of its Authorized Representatives) may disclose to any and all persons, without limitation of any kind, the anticipated tax treatment and tax structure of the Company and transactions contemplated by the Company, and all materials of any kind (including opinions or other tax analyses) related to such tax treatment and tax structure, if any. 

(d) Rights of Managing Member. 

(i)  The Managing Member may disclose to any Class A Member or Assignee or any prospective investor such information relating to the Company or its investments as the Managing Member determines to be necessary to retain any such Class A Member or Assignee as an investor in in the Company or facilitate an investment in the Company by any such prospective investor, as the case may be. 

(ii)  The Managing Member may disclose to any Person that provides or may 

provide service to the Company such information relating or its investments as the Managing Member determines to be necessary, appropriate, advisable, incidental or convenient to effect the formation or manage and conduct its business and affairs.

(iii)  Unless the Managing Member expressly agrees otherwise, the Managing Member, in its sole and absolute discretion, may publicize: (A) the fact that it serves as the Manager of the Company, (B) the performance of the Company’s Investments and (C) the identity of Class A Members and  

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Assignees, provided it does so in a manner that does not constitute “general advertising” or “general solicitation” with respect to the Company or the Interests therein within the meaning of Rule 503(c) of Regulation D under the 1933 Act and does not contain any untrue or misleading information.

(e) Proprietary Information of Managing Member. 

(ii)  Nothing in this Agreement shall be construed as granting the Class A Members or Assignees of the Company any rights or license of any kind with respect to the Proprietary Information. 

(iii)  Each Class A Member and Assignee agrees: (A) to keep the Proprietary Information confidential pursuant to Section 8.6(a), and (B) not to copy, alter, reverse engineer or decompile the Proprietary Information or otherwise attempt to access or use any of the trade secrets contained therein. 

(a) Notwithstanding any other provision of this Agreement: 

(i)  to the extent that, at law or in equity, the Managing Member, Investment Manager or Liquidating Trustee, as the case may be, has duties (including fiduciary duties) and liabilities relating thereto to the Company, the Company or any Class A Member or Assignee of the Company arising under or otherwise relating to this Agreement, the Managing Member, Investment Manager or Liquidating Trustee, as the case may be, shall not be liable for monetary or other damages to the Company or such Class A Member or Assignee for: (A) losses sustained or liabilities incurred by the Company or such Class A Member or Assignee, except to the extent that it is Judicially Determined that an act or omission of the Managing Member or Liquidating Trustee, as the case may be, was material to the matter giving rise to such losses or liabilities and that such act or omission constituted criminal wrongdoing, willful misfeasance, bad faith or gross negligence on the part of the Managing Member, Investment Manager or Liquidating Trustee, as the case may; (B) losses sustained or liabilities incurred by the Company or such Class A Member or Assignee arising from or otherwise relating to any act or omission of any Person selected by the Managing Member, Investment Manager or Liquidating Trustee to perform services for or otherwise transact business with the Company, as the case may be, except to the extent that it is Judicially Determined that the selection of such Person involved criminal wrongdoing, willful misfeasance, bad faith or gross negligence on the part of the Managing Member, Investment Manager or the Liquidating Trustee, as the case may be, and was material to the matter giving rise to such losses or liabilities; or (C) circumstances beyond the control of the Managing Member, Investment Manager or Liquidating Trustee, including changes in tax or other laws, rules or regulations or the bankruptcy, insolvency or suspension of normal business activities of any broker-dealer, bank or other financial institution that holds assets of the Company; and 

(ii)  to the extent that, at law or in equity, a Managing Member Associate (other than the Managing Member) or Liquidating Trustee Associate (other than the Liquidating Trustee) has duties (including fiduciary duties) and liabilities relating thereto to the Company or any Member or Assignee of the Company arising under or otherwise relating to this Agreement, such Managing Member Associate or Liquidating Trustee Associate shall not be liable for monetary or other damages to the Company or such Class A Member or Assignee for losses sustained or liabilities incurred by the Company or such Class A Member or Assignee, except to the extent that it is Judicially Determined that an act or omission of such Managing Member Associate or Liquidating Trustee Associate, as the case may be, was material to the matter giving rise to such losses or liabilities and that such act or omission constituted criminal wrongdoing, willful misfeasance or bad faith on the part of such Managing Member Associate or Liquidating Trustee Associate, as the case may be. 

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(b)  Each Managing Member Associate and Liquidating Trustee Associate shall be fully protected in relying in good faith upon the books and records of the Company and upon such information, opinions, reports or statements presented to the Company  by any of its members, managers, partners, shareholders, directors, officers or agents (including legal counsel, accountants, auditors, appraisers, investment bankers and other independent experts acting for the Company  or any member, manager, partner, shareholder, director, officer or agent of the Company  as to matters such Managing Member Associate or Liquidating Trustee Associate, as the case may be, reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits or losses  or any other facts pertinent to the existence and amount of assets from which distributions might properly be made. 

(b)  To the extent it is Judicially Determined that the Company may not lawfully indemnify an Indemnitee for Losses pursuant to the provisions of Section 9.2(a) (other than because such 

Indemnitee is not entitled to be exculpated in respect of the related act or omission pursuant to the provisions of Section 9.1), the Company shall, to the fullest extent permitted by law, contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriate to reflect not only the relative benefits received by the Company, on the one hand, and such Indemnitee, on the other hand, but also the relative fault of the Company and such Indemnitee, as well as any other equitable considerations.

(c)  Reasonable legal fees and other costs and expenses (including costs and expenses associated with any investigation and preparation) incurred by an Indemnitee in connection with any Proceeding in which such Indemnitee is a party, witness or deponent shall be paid or reimbursed by the Company in advance of the final disposition of such Proceeding upon receipt by the Company of (i) a written affirmation by such Indemnitee of such Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as stated in Section 9.2(a), has been met, and (ii) a written undertaking by or on behalf of such Indemnitee to promptly repay the amount paid or reimbursed if it shall ultimately be Judicially Determined that such Indemnitee is not entitled to be indemnified by the Company hereunder. 

(d)  The Managing Member may cause the Company to purchase and maintain insurance, at the cost and expense of the Company, on behalf of any one or more Persons against any liability that may be asserted against or costs or expenses that may be incurred by such Person(s) in connection with the activities of the Company, regardless of whether the Company would have the power to indemnify any such Person(s) against such liability under the provisions of this Agreement. 

(e)  An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.2 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. 

(f)  Any Indemnitee entitled to indemnification hereunder shall use its reasonable best efforts to minimize the amount of any claim for indemnification hereunder. 

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(g) The rights of an Indemnitee to indemnification, contribution and reimbursement provided by this Section 9.2 shall be in addition to any other rights to which such Indemnitee may be entitled under any agreement with the Company, as a matter of law or otherwise, and shall continue as to a Managing Member Associate or Liquidating Trustee Associate, as the case may be, who has ceased to serve in such capacity and shall also be for the benefit of such Indemnitee’s Personal Representatives, but shall not be deemed to create any rights for the benefit of any other Persons. This Article IX, however, shall not be construed to entitle any Indemnitee to receive any amount in respect of any Losses of such Indemnitee to the extent that, after giving effect to the receipt of such amount and the receipt by such Indemnitee of any other payments in respect of such Losses, from whatever source or sources, such Indemnitee shall have recovered an aggregate amount in excess of such Losses. 

(i)  In any suit brought by an Indemnitee to enforce a right to indemnification or the advancement of expenses provided for in this Agreement, the burden of proving that such Indemnitee is not entitled to be indemnified or to an advancement of expenses is on the Company (or any Class A Member or Assignee acting derivatively or otherwise on behalf of the Company, as the case may be). 

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matter or question not addressed herein, provided that, in the Managing Member’s judgment, no such amendment has or could reasonably be expected to have a material adverse effect on the Company or the Class A Members and Assignees thereof generally;

(ii)  without obtaining the authorization, approval, agreement, consent or vote 

of any Class A Member or Assignee : (A) to add to the obligations of the Managing Member hereunder, or surrender any right, power or authority granted to the Managing Member hereunder, for the benefit of the Class A Members or Assignees thereof; (B) to provide, pursuant to Section 3.4 that any one or more Additional Managers may possess and exercise any one or more of the rights, powers and authority possessed by the Managing Member under this Agreement; (C) to change the name of the Company ; (D) to reflect the admission, substitution, and withdrawal of Class A Members and Assignees effected after the date hereof in accordance with this Agreement; (E) to reflect Capital Contributions and Capital Withdrawals effected after the date hereof in accordance with this Agreement; and (F) for such other purpose or purposes as the Managing Member may determine to be necessary, appropriate, advisable, incidental or convenient to the management and conduct of the business and affairs of the Company, provided that, in the Managing Member’s judgment, no such amendment pursuant to this clause (G) has or could reasonably be expected to have a material adverse effect on the Company  or the Class A Members and Assignees thereof generally;

(iii)  without obtaining the authorization, approval, agreement, consent or vote 

of any Class A Member or Assignee of the Company, to cause the Company to enter into an agreement with any Class A Member or Assignee thereof to waive or modify the application of any provision of this Agreement with respect to such Class A Member or Assignee, provided that, in the Managing Member’s judgment, no such waiver or modification pursuant to this subparagraph (iii) has or could reasonably be expected to have a material adverse effect on the Company or the Class A Members and Assignees thereof generally;

of any Class A Member or Assignee of the Company, to: (A) cause the provisions of Article VII to comply with the provisions of Section 704 of the Code and applicable Treasury Regulations, (B) otherwise cause the Company  to comply with any requirement, condition or guideline contained in any federal, state, local or foreign law or in any order, directive, opinion, ruling or regulation of any Governmental Entity or self-regulatory organization, (C) qualify the Company  as (or to do business as) a limited liability company or a company in which Class A Members and Assignees have limited liability, under the laws of any State or other jurisdiction in which the Managing Member determines such qualification to be necessary or advisable, (D) prevent an Adverse Regulatory Effect, provided that the Managing Member takes such measures as are reasonably necessary to prevent any amendment pursuant to this Section 10.1(a)(iv) from having a material adverse effect on the Class A Members and Assignees thereof generally; or

(v)  in a manner that materially adversely affects or could reasonably be expected to have a material adverse effect on the Class A Members or Assignees in general or any one or more specific Class A Members or Assignees, if the Managing Member receives consent to such amendment from such affected Class A Member(s) or Assignee(s). 

(b)  It shall be conclusively presumed that no waiver or permission granted to any one or more Class A Members or Assignees, and no agreement entered into with any one or more Class A Members or Assignees, pursuant to Section 3.4(c) or 4.2(b), has or could reasonably be expected to have a material adverse effect on the Company, the Company or any Class A Member or Assignee to whom such a waiver or permission is not granted or with whom such an agreement is not entered into. 

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change the Preferred Return or otherwise modify the allocation of Net Income; or (iv) modify the limited liability of a Class A Member, without the consent of such Class A Member.

(e)  For the avoidance of doubt, no amendment may be made to this Agreement without the consent or approval of the Managing Member. 

(a)  The Managing Member shall cause the Certificate to be amended and/or restated 

at such time or times, to such extent and in such manner as may be required by the Act.

(b)  The Managing Member, in its sole and absolute discretion, may cause the 

Certificate to be amended and/or restated in accordance with the principles set forth in Section 10.1, and

any such amendment and/or restatement shall be effective immediately upon the filing of a certificate of

(a)  The Company shall dissolve and commence winding up of its business and affairs upon the first to occur of the following events, and, except as otherwise required by the Act or other applicable law, no other event shall cause the dissolution of the Company: 

(i)  the Managing Member declares in writing that the Company shall be 

dissolved and gives Notification of such declaration to all Class A Members and Assignees;

(ii)  the sale, exchange or other disposition of all or substantially all of our assets; 

(iii) the Bankruptcy of the Managing Member; provided, however, that the Bankruptcy of the Managing Member shall not cause the dissolution of the Company if at the time of such Bankruptcy there is at least one other Manager of the Company that has been admitted to the Company as a Manager pursuant to Section 3.4(b) and such other Manager carries on the business of the Company (it being understood and agreed that this Agreement shall be construed to permit the business of the Company to be carried on by such other Manager in the event of the Bankruptcy of the Managing Member); or 

(iv)  the entry of a decree of judicial dissolution of the Company under 

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Section 18-802 of the Act.

(a)  The winding up of the business and affairs of the Company shall be carried out by a liquidating trustee, which shall be the Managing Member (the “Liquidating Trustee”). 

(b)  Unless otherwise required by law, the Liquidating Trustee of the Company shall be the Managing Member or a Person appointed by the Managing Member; provided, however, that if the Company is dissolved by operation of the provisions of Section 11.1(a)(ii) or (iii), the Liquidating Trustee shall be a person appointed by a Majority in Interest of the Class A Members, determined as of the beginning of the Accounting Period during which such dissolution occurred. 

(c)  The Managing Member may revoke the appointment of a Liquidating Trustee, and appoint a successor Liquidating Trustee, at any time; provided, however, that if the Company is dissolved by operation of the provisions of Section 11.1(a)(ii) or (iii) or pursuant to Section 11.1(b)(iv), such revocation and appointment of a successor may be made only by a Majority in Interest of the Class A Members determined as of the beginning of the Accounting Period during which such dissolution occurred. 

(a)  The Company shall bear, exclusively out of the Assets, such costs and expenses as the Liquidating Trustee shall reasonably determine to be necessary, appropriate, advisable, incidental or convenient to effect the orderly winding up of the Company’s business and affairs and the termination of the Company’s existence as a separate legal entity, other than costs and expenses relating to the winding up of the business and affairs of the Company. 

(b)  The Liquidating Trustee shall be entitled to receive from the Company, exclusively out of the Assets, such reasonable compensation for its services relating to the winding up of the business and affairs of the Company as the Managing Member may from time to time determine, other than for services relating to the winding up of the business and affairs of the Company; provided, however, that if the Company is dissolved pursuant to Section 11.1(a)(ii) or (iii), such compensation shall be determined by a simple majority of the Class A Members determined as of the date such dissolution occurred. 

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permitted by applicable law, Members, Assignees and former Members and Assignees who are creditors (other than liabilities for distributions to Members, Assignees and former Members and Assignees under Sections 18-601 or 18-604 of the Act);

(ii)  to pay or make reasonable provision for the payment of the debts, liabilities and obligations to creditors who are Members, Assignees or former Members or Assignees (other than liabilities for distributions to Members, Assignees and former Members and Assignees under Sections 18-601 or 18-604 of the Act), to the extent not paid or provided for pursuant to Section 11.6(a)(i); 

(iii) to satisfy liabilities to Members, Assignees and former Members and Assignees for distributions under Sections 18-601 or 18-604 of the Act; and 

(iv) to the Class A Members and Class B Members in accordance with Section 6.1. 

(b)  Pursuant to the provisions of Section 18-804(b) of the Act, if there are sufficient assets to satisfy the claims of all priority groups specified above, such claims shall be paid in full and any such provision for payment shall be made in full. If there are sufficient assets to satisfy the claims of one or more but not all priority groups specified above, the claims of the highest priority groups that may be paid or provided for in full shall be paid or provided for in full, before paying or providing for any claims of a lower priority group. If there are insufficient assets to pay or provide for the claims of a particular priority group specified above, such claims shall be paid or provided for ratably to the claimants in such group to the extent of the assets available to pay such claims. 

(b)  To the extent not preempted by ERISA or the Securities and Commodities Laws, 

(including former Members), Assignees (including former Assignees) and their respective Personal Representatives and shall inure to the benefit of the Members (including former Members), Assignees (including former Assignees), Managing Member Associates (including former Managing Member Associates), Liquidating Trustee Associates (including former Liquidating Trustee Associates), and their respective Personal Representatives (the “Parties”); provided, however, that this Section 12.3 shall not be construed to limit the requirements or effect of any other provision of this Agreement.

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IN WITNESS WHEREOF, the undersigned have executed this Second Amended and Restated Limited Liability Company Agreement as of the date first written above.

MANAGING MEMBER:

SREIF MANAGER II, LLC, a Nevada limited liability company

By:

Name:  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 

On behalf of:  Crowdventure, LLC 

Title:  Manager 

MEMBERS:

Each Person hereafter admitted as a Member pursuant to the Managing Member's acceptance of such Person's Subscription Agreement or another document that has been duly executed by such Person in which such Person has agreed to be bound hereby as a Member.

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ANNEX A

DEFINITIONS

 “Account” or “Capital Account” of a Member is defined in Section 7.1. 

 “Accounting Period” – an Accounting Period as set forth in Section 8.2.