Below is a single, consolidated redline of all amendments (1–7) to the Pleasant Valley Property, LLC Agreement. Deleted text is shown with <del>…</del> and inserted text with <ins>…</ins>. For clarity, only the revised sections are shown in context.
# Amendment No. 8 (Consolidated Redline)
Pursuant to Section 13.10 of the Limited Liability Company Agreement of Pleasant Valley Property, LLC dated January 1, 2024 (the “Agreement”), the Agreement is hereby amended as follows:
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## Article I. Definitions
### Section 1.01 – Definitions
<del>“Capitalization Default” means PV Legacy Investment, LP’s failure to make the Initial Investment, the Subsequent Investments, and the Ongoing Investments, and PV Legacy Investment, LP’s failure to cure any such failure within thirty (30) days of such failure. The Capitalization Default shall commence thirty (30) days after the failure to cure a Capitalization Default, and shall continue until such time as the cumulative amount of Capital Contributions made by PV Legacy Investment, LP to the Company are sufficient to eliminate the Capitalization Default.</del>
<ins>“Capitalization Default” means:
1. PV Legacy Investment, LP’s failure to timely make any required Initial Investment, Subsequent Investment or Ongoing Investment; or
2. Its failure to cure such missed Capital Contribution within thirty (30) days after written notice (the “Cure Notice”); or
3. The second or any subsequent failure to timely make a required Capital Contribution in any consecutive twelve-month period, regardless of cure.
Upon occurrence of a Capitalization Default, until cured:
- Default interest accrues on the overdue Capital Contributions at an annual rate equal to the Company Interest Rate plus 1.5%, compounded monthly; and
- The non-defaulting Members may elect to exercise a Buy-Out Right by written notice within ten (10) Business Days after expiration of the Cure Notice period, to purchase all (but not less than all) of PV Legacy’s Membership Interest at a price equal to the Book Value of PV Legacy’s Capital Account × (1 – 10%), payable 20% in cash at Closing and 80% by a four-year promissory note bearing interest at the default rate.</ins>
<del>“Cause Actions” means (a) committing fraud, recklessness, theft, criminal conduct related to the Pleasant Valley Property, or (b) the misappropriation of assets or funds of the Company, or funds derived from the Pleasant Valley Property or the Company.</del>
<ins>“Cause Actions” means:
(a) committing fraud, recklessness, theft or criminal conduct related to the Pleasant Valley Property;
(b) misappropriation of assets or funds of the Company or derived therefrom;
(c) repeated material breaches of this Agreement (including uncured Capitalization Defaults); or
(d) intentional misappropriation of Company funds or assets.</ins>
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## Article VI. Distributions
### Section 6.01 – General Distributions
<del>(a) Subject to Section 6.02 and Section 6.01(b), distributions of available cash shall be made to the Members when and in such amounts as determined by the Members. After making all distributions required for a given Fiscal Year under Section 6.02, distributions determined to be made by the Members pursuant to this Section 6.01(a) shall be paid to the Members in accordance with their respective percentages of Membership Interests.</del>
<ins>(a) **Mandatory Quarterly Distributions.** Within thirty (30) days after the end of each Fiscal Quarter, the Company shall distribute to each Member, pro rata in accordance with their Membership Interests, cash equal to at least 75% of “Available Cash.”
“Available Cash” means all cash on hand at quarter-end, less amounts reasonably required for:
1. Operating expenses and routine capital expenditures for the next two quarters;
2. Debt service and reserves under the Company’s financing documents; and
3. Distributions required by Section 6.02 or withholding under Section 6.03.</ins>
<ins>(d) **Penalty on Late Distributions.** Any distribution under this Section 6.01 not paid within 30 days of its due date shall bear interest at 1.5% per month (18% per annum) until paid.</ins>
### Section 6.02 – Tax Advances
<del>(a) Subject to any restrictions in the Company's then applicable debt-financing arrangements, and subject to the determination by the Members to retain any other amounts necessary to satisfy the Company's obligations, at least ten (10) Business Days before each date prescribed by the Code for a calendar-year corporation to pay quarterly installments of estimated tax, the Company shall use commercially reasonable efforts to distribute cash to each Member in proportion to and to the extent of such Member's Quarterly Estimated Tax Amount for the applicable calendar quarter (each such distribution, a "Tax Advance").</del>
<ins>(a) Subject to Section 6.01 and debt-financing covenants, within ten (10) Business Days before each quarterly tax-installment due date, the Company shall distribute to each Member a mandatory cash advance equal to such Member’s Quarterly Estimated Tax Amount (“Tax Advance”).
(b) If aggregate Tax Advances to a Member exceed or fall short of its actual Tax Amount, the Company shall true up the shortfall (with 12% per annum interest on any late amount) or offset any excess against subsequent Tax Advances.</ins>
### Section 6.03 – Tax Withholding; Withholding Advances
<del>(b) The Company is hereby authorized at all times to make payments ("Withholding Advances") with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Representative based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a "Taxing Authority") with respect to any distribution or allocation by the Company of income or gain to such Member and to withhold the same from distributions to such Member. Any funds withheld from a distribution by reason of this Section 6.03(b) shall nonetheless be deemed distributed to the Member in question for all purposes under this Agreement. If the Company makes any Withholding Advance in respect of a Member hereunder that is not immediately withheld from actual distributions to the Member, then the Member shall promptly reimburse the Company for the amount of such payment, plus interest at a rate equal to the prime rate published in the Wall Street Journal on the date of payment plus two percent (2.0%) per annum (the "Company Interest Rate"), compounded annually, on such amount from the date of such payment until such amount is repaid (or deducted from a distribution) by the Member (any such payment shall not constitute a Capital Contribution). Each Member's reimbursement obligation under this Section 6.03(b) shall continue after such Member transfers its Membership Interests.</del>
<ins>(b) The Company shall make any required withholding advances within five (5) Business Days after the close of the quarter in which income is allocated. If a Member fails to reimburse a Withholding Advance within thirty (30) days of written demand, it shall bear interest at 1.5% per month until repaid.</ins>
### Section 6.04 – Distributions in Kind
<del>(a) The Members, as determined by a Majority in Interest of the Members, may authorize the Managers to make distributions to the Members in the form of securities or other property held by the Company; provided, that Tax Advances shall only be made in cash. In any non-cash distribution, the securities or property so distributed will be distributed among the Members in the same proportion and priority as cash equal to the Fair Market Value of such securities or property would be distributed among the Members pursuant to Section 6.01.</del>
<ins>(a) The Members may authorize distributions in kind only with the unanimous consent of all Members and following an independent appraisal by a nationally recognized valuation firm (fees paid by the Company). The appraised value shall be conclusive for distribution purposes.</ins>
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## Article VII. Management
### Section 7.03 – Removal; Resignation; Vacancies
<del>PV Legacy Investment, LP may remove Jim and Sandy as Managers in the following circumstances: (i) if both of Jim and Sandy are either deceased or Disabled, or (ii) if both Jim and Sandy have a Failure to Reside Full-Time at the Pleasant Valley Property, or (iii) if both Jim and Sandy engage in Cause Actions.</del>
<ins>PV Legacy Investment, LP may remove Jim and Sandy as Managers only if:
(i) both are confirmed by unanimous medical opinion to be permanently Disabled;
(ii) both permanently relocate their primary residence more than 100 miles from the Pleasant Valley Property; or
(iii) both engage in Cause Actions.</ins>
### Section 7.04 – Action by Managers
<del>All decisions requiring action of the Managers or relating to the business or affairs of the Company shall be decided by the affirmative vote or consent of the Manager(s).</del>
<ins>All decisions of the Managers shall require the affirmative vote of **all** sitting Managers, unless otherwise unanimously delegated in writing. Any such delegation may be revoked by any Manager at will.</ins>
### Section 7.08 – Compensation and Reimbursement of Managers
<del>The Managers shall be compensated for their services as Managers at a rate of $2,500 per month beginning January 1, 2024, which may be adjusted by the Managers so long as the cumulative amount of compensation in any Fiscal Year does not exceed $120,000.</del>
<ins>The Managers shall be compensated at $2,500 per month (up to $120,000 per Fiscal Year). Any increase above 10% year-over-year or any new fees requires approval by Members holding at least 90% of Interests.</ins>
### Section 7.10 – Corporate Opportunities; Competing Activities (New)
<ins>7.10 Corporate Opportunities; Competing Activities.
(a) Any business opportunity related to the Pleasant Valley Property or Company assets must first be presented to the Managers before being pursued by any Manager or Member.
(b) No Manager or Member shall divert or acquire any such opportunity unless the Company declines it in writing.</ins>
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## Article IX. Transfer
### Section 9.02 – Permitted Transfers
<del>No Member shall Transfer any Membership Interests to any of the following:... (PV Legacy carve-out to Affiliates)</del>
<ins>No Member may Transfer any Membership Interests except to its Spouse, certain trusts or Permitted Transferees, or an Affiliate, provided the transferor remains liable for all obligations and the transferee executes a Joinder Agreement and is bound by the same transfer restrictions, lock-up periods and Involuntary Transfer provisions as the original Member.</ins>
### Section 9.03 – Right of First Refusal & Tag-Along (Revised)
<del>(Original ROFR language…)</del>
<ins>9.03 Right of First Refusal & Tag-Along.
(a) After Full Capitalization, if an Offering Member receives an arm’s-length bona fide offer for all or any portion of its interest, it must first offer those interests to the other Members on identical terms (45-day ROFR).
(b) **Tag-Along.** If no Member exercises ROFR and the Offering Member sells to a third party, any non-selling Member may include up to 100% of its interest in the sale.
(c) **Drag-Along.** If Members holding at least 85% of Interests approve a sale to a bona fide third-party, all remaining Members must sell on the same terms.</ins>
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## Article X. Exculpation & Indemnification
### Section 10.01 – Exculpation of Covered Persons
<del>No Covered Person shall be liable... so long as such action or omission does not constitute fraud or willful misconduct.</del>
<ins>No Covered Person shall be liable to the Company or any other Covered Person for any act or omission in such capacity, **except** for (i) fraud, (ii) gross negligence, or (iii) willful misconduct.</ins>
### Section 10.02 – Liabilities and Duties of Covered Persons
<del>This Agreement is not intended to… waive any fiduciary duties…</del>
<ins>Notwithstanding any waiver herein, each Manager and Member shall owe to the Company:
(a) The duty of care (gross negligence standard) under the Delaware Act; and
(b) The duty of loyalty, including the obligation to avoid self-dealing and present corporate opportunities.</ins>
### Section 10.03 – Indemnification
<del>(c) The Company shall promptly reimburse (and/or advance…) each Covered Person for reasonable legal or other expenses…</del>
<ins>(c) **Expenses Advances.** Within ten (10) Business Days after a Covered Person’s written request, the Company shall advance all fees, costs and expenses incurred in connection with any Proceeding, pending final determination of entitlement. If ultimately not indemnified, the Covered Person shall promptly repay the advances.</ins>
<ins>10.03A Directors’ & Officers’ Insurance. The Company shall maintain D&O liability insurance covering all Covered Persons in amounts and on terms reasonably satisfactory to the Managers, with a deductible no greater than \$50,000 per claim.</ins>
<del>(b) Subject to the approval of the disinterested Members, the Company shall be entitled…</del>
<ins>(b) Any dispute regarding indemnification or advancement shall be submitted to binding arbitration in Eau Claire County, Wisconsin, under AAA Commercial Arbitration Rules, with the prevailing party entitled to reasonable attorneys’ fees and arbitration costs.</ins>
<del>(f) Notwithstanding anything contained herein to the contrary, any indemnity by the Company…</del>
<ins>(f) All indemnification obligations under this Article X shall be satisfied solely from Company assets and shall be senior to any other distributions or payments by the Company.</ins>
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## Article XI. Accounting; Tax Matters
### Section 11.01 – Financial Statements
<del>Within 90 days after the end of each Fiscal Year, the Company shall furnish…</del>
<ins>Within ninety (90) days after each Fiscal Year and thirty (30) days after each Fiscal Quarter, Managers will deliver financial statements (tax-basis or other Member-approved method) including Balance Sheet, Income & Expense Statement, Cash Flow Statement, and a reconciliation to GAAP, within five (5) Business Days of completion.</ins>
### Section 11.02 – Inspection Rights
<del>Upon reasonable notice… access to properties, records… once per year without Manager approval.</del>
<ins>Members may inspect properties and records up to four (4) times per Fiscal Year without further Manager consent. If an inspection discloses discrepancies exceeding 5% of net income, the Company shall reimburse the inspecting Member’s reasonable out-of-pocket costs. Remote access to electronic records shall be provided on request.</ins>
### Section 11.04 – Tax Matters Representative
<del>PV Legacy Investment, LP is appointed… sole authority to represent…</del>
<ins>
1. The TMR shall be appointed and removed only by Members holding at least 85% of Interests.
2. Within ten (10) days of receipt of any IRS notice, the TMR shall notify all Members in writing and convene a Tax Committee (the TMR and one independent tax advisor) to recommend action.
3. All significant tax elections (e.g., opt-out under §6221(b) or §754 election) require written consent of Members holding at least 75% of Interests.
4. The TMR shall provide quarterly written reports summarizing any audit, examination or settlement activity within fifteen (15) days after each quarter end.
</ins>
### Section 11.05 – Tax Returns
<del>At the expense of the Company, the Managers shall endeavor to cause the preparation… deliver Schedule K-1… as soon as reasonably possible after fiscal year end.</del>
<ins>Managers shall timely file all partnership tax returns and deliver draft Schedule K-1s to each Member no later than 90 days after Fiscal Year end, and final K-1s within five (5) Business Days thereafter. Any penalties or interest arising from late delivery shall be borne solely by the Company.</ins>
### Section 11.06 – Company Funds
<del>All funds of the Company shall be deposited… Withdrawals… upon the signature of the Managers.</del>
<ins>All Company funds must be held in accounts requiring dual signatures of any two Managers or one Manager plus one Member holding at least 25% of Interests. No withdrawal or distribution may occur without such dual authorization.</ins>
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## Article XII. Dissolution & Liquidation
### Section 12.01 – Events of Dissolution
<del>(a) An election to dissolve the Company made by Members owning a Majority in Interest…</del>
<ins>(a) An election to dissolve the Company requires the approval of Members holding at least 85% of the Membership Interests.</ins>
<ins>(d) PV Legacy’s continuing Capitalization Default more than ninety (90) days after a Cure Notice shall also permit Members holding at least 75% of Interests to declare dissolution.</ins>
### Section 12.03 – Liquidation
<del>(a) The Liquidator shall be the Managers unless another Person selected…</del>
<ins>(a) Unless no Capitalization Default exists, the Managers shall serve as Liquidator. If a continuing Capitalization Default exists, Members holding at least 75% of Interests shall appoint an Independent Third Party (no prior affiliation) as Liquidator.</ins>
<ins>(b) The Liquidator shall complete liquidation and make all required distributions within 180 days of dissolution, and any undistributed proceeds shall bear interest at 1% per month until paid.</ins>
<del>(c) Distribution of Proceeds: first creditors, then reserves, then Members by Capital Account.</del>
<ins>(c) **Distribution Waterfall.** “Available Liquidation Proceeds” shall be applied:
1. To pay all creditors and liquidation expenses (including Liquidator’s and professionals’ fees);
2. To establish reserves for known claims no longer than one year;
3. To repay positive Capital Accounts pro rata;
4. Any excess pro rata by Membership Interest.
All distributions shall be made within thirty (30) days of realization.</ins>
### Section 12.04 – Cancellation of Certificate
<ins>The Liquidator shall send written notice of the filing of the Certificate of Formation cancellation and all foreign withdrawals to each Member within five (5) Business Days of filing.</ins>
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## Article XIII. Miscellaneous
### Section 13.01A – Fee-Shifting (New)
<ins>13.01A In any action to enforce this Agreement, the prevailing party shall recover its reasonable attorneys’ fees, costs and expenses from the non-prevailing party.</ins>
### Section 13.02 – Further Assurances
<del>Each party… to execute and deliver such additional documents…</del>
<ins>Each party shall execute additional documents only if reasonably requested in writing and directly related to this Agreement, and only within one (1) year after the Effective Date.</ins>
### Section 13.03 – Confidentiality
<ins>Confidentiality obligations terminate five (5) years after a Member’s withdrawal or Transfer, except for true trade secrets, which remain protected as long as they retain independent economic value and are treated as confidential by the Company.</ins>
### Section 13.04 – Notices
<ins>Notices sent by email (with read-receipt) to the address on record are deemed received one (1) Business Day after transmission. Notices via an electronic signature platform (e.g., DocuSign) are effective upon electronic acknowledgment.</ins>
### Section 13.06 – Severability
<ins>If any provision is held invalid, the parties shall negotiate in good faith within thirty (30) days to replace it with a valid provision that approximates its economic intent.</ins>
### Section 13.10 – Amendment
<ins>Notwithstanding anything to the contrary, Sections 3.02, 6.01, 7.03, 9.01, 10.01, 12.01 and this Section 13.10 shall not be amended or waived without the written consent of **all** Members (100%).</ins>
### Section 13.17 – Counterparts & Electronic Execution
<del>Copies… executed in counterparts… delivered by PDF…</del>
<ins>Copies may be executed in counterparts and delivered electronically with electronic signatures (DocuSign or similar), effective as originals.</ins>
### Section 13.18 – Mandatory Arbitration (New)
<ins>13.18 Any dispute under this Agreement shall be finally resolved by binding arbitration under AAA Commercial Rules in Eau Claire County, WI. Each party bears its own costs; the arbitrator may award fees to the prevailing party.</ins>
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