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BUI L DI N G T H E F U T UR E OF SOU T H E R N V I RGI N IA A S trategi c Vision for H ous ing, Wor k force & C om m u n i t y D eve l o p m e n t

Executive Summary

Southern Virginia’s Economic Transformation

Southern Virginia stands at one of the most transformative moments in its history. The emergence of advanced manufacturing, artificial intelligence, data centers, defense industries, logistics, tourism, and entertainment is reshaping the regional economy. Major investments throughout the region are creating unprecedented employment opportunities and positioning Southern Virginia as one of the Commonwealth’s fastest-growing economic corridors.

For generations, Southern Virginia relied heavily on tobacco production and traditional manufacturing. Today, an entirely new economy is emerging.

Yet one significant challenge threatens to slow this momentum

Housing. Without attainable workforce housing, employers will struggle to recruit talent, economic growth will slow, and communities will miss a once-in-a-generation opportunity. Innovative Home Solutions USA LLC was created to address this challenge through a comprehensive approach that combines innovative community development, technology, strategic partnerships, and public-private collaboration. Our vision extends far beyond building homes. We are building the communities that power economic growth. Our integrated model combines:

Growth Drivers: • Advanced Manufacturing

• Logistics & Distribution

• Defense

• Tourism & Entertainment

• Artificial Intelligence

• Healthcare Expansion

• Data Centers

• Advanced Workforce Training

These industries represent billions of dollars in investment and thousands of new employment opportunities over the next decade. Economic development is no longer a future aspiration. It is happening now.

Building the Workforce Journey Innovative Home Solutions USA LLCbelieves that the future of housing isn’t just about where people live—it’s about where they begin their future. We’re creating communities that support residents through every stage of workforce development and life, ensuring that housing evolves alongside education, careers, family, and future.

• Community Planning

• Employer Partnerships

• Land Development

• Technology

Housing is the infrastructure that enables people to learn, launch careers, build wealth, and live their BEST life.

• Construction

• AI Integration

• Sales & Marketing

• Financial Innovation

Stage One - LEARN Affordable Housing for Education & Training

Rather than building neighborhoods, Innovative Homes Solutions USA LLC develops complete community ecosystems.

Every career begins with learning. Our communities provide attainable housing designed for: • Community college students

• Apprenticeships

• Technical education

• International students

Housing reduces one of the greatest barriers to education while creating stronger pathways into high-demand careers. Stage Two - LAUNCH Transitioning Into the Workforce Graduation should not mean leaving the community. Innovative Home Solutions creates housing that allows graduates to remain where they trained and immediately enter the local workforce. Instead of losing talent, communities can retain it because these people already live where they have everything that they want and need. Stage Three - THRIVE Growing Careers. Growing Communities As careers advance, housing should evolve. Innovative Home Solutions develops attainable workforce housing, townhomes, villas, and single-family neighborhoods that allow professionals to remain in the communities they can not only work but thrive in the workforce.

Housing That Builds More Than Homes Our developments become complete workforce ecosystems where education, employers, housing, healthcare, and community are intentionally connected. The result is stronger local economies, better employee retention, healthier communities, and greater opportunity for individuals and families.

The Next Generation of Workforce Communities The next evolution of Innovative Home Solutions USA LLC builds upon this proven foundation. Drawing from decades of development experience and responding to the changing needs of employers, educational institutions, healthcare systems, and rural communities, Innovative Home Solutions is pioneering a new model where housing serves as critical workforce infrastructure.

Housing Is Workforce Infrastructure

Whether someone is a nurse, teacher, engineer, first responder, or skilled tradesperson, they should have the opportunity to build wealth through homeownership close to their workplace.

For decades, industrial recruitment focused almost exclusively on land, utilities, transportation, and incentives. Today’s site selectors ask a different question:

Stage Four - LIVE WELL Communities That Adapt to Life

Where will our employees live?

Life changes. Families grow. Children arrive. Parents age. Housing should ADAPT rather than force residents to relocate.

If the answer is uncertain, competing states with stronger housing pipelines gain a competitive advantage. This is particularly important in Southside Virginia, where projected employment growth could require thousands of additional housing units over the coming decade. Communities that build housing ahead of demand consistently outperform communities that wait for demand to overwhelm supply.

Innovative Home Solutions Developments incorporate: • Family neighborhoods

• Active adult communities

• Childcare opportunities

• Aging-in-place design

• Education and Technical Training

• Assisted living partnerships

• Daily Living Conveniences

• Healthcare-supportive environments

Residents can continue living within the same community through every stage of life.

The Economics Behind Housing Affordability Although today’s mortgage interest rates are often viewed as historically high, they remain close to long-term averages.

The larger challenge is decades of housing inflation driven by: • Restrictive zoning policies • Lengthy entitlement and permitting timelines • Rising infrastructure costs • Limited developable inventory • NIMBY (Not In My Backyard) opposition • Labor shortages • Supply chain disruptions • Development financing challenges These structural issues have reduced housing production nationwide while increasing costs faster than household incomes. The result is a growing affordability gap that disproportionately affects: Teachers

Young professionals

Healthcare workers

Manufacturing employees

First responders

First-time homebuyers

Skilled trades

Housing Should Build Wealth, Not Just Shelter Southside Virginia’s housing challenge is not simply about increasing the number of housing units available—it is about creating housing that builds long-term economic opportunity. The region should prioritize housing that creates opportunities for homeownership, equity, and generational wealth. Site-built homes, townhomes, condominiums, and other permanently affixed housing help families build financial stability while strengthening neighborhoods and expanding the local tax base. The goal is not simply to build more housing—it is to build more opportunities for lasting prosperity.

Housing and Childcare: The Twin Pillars of Workforce Infrastructure The recent passage of the Road to Housing Act reinforces an important shift occurring across Virginia: housing can no longer be viewed separately from workforce development. Equally important is recognizing that childcare is economic infrastructure, not simply a family issue. Housing and childcare are no longer separate policy issues—they are the two foundational pieces of workforce infrastructure. Southside Virginia’s childcare shortage has emerged as one of the region’s most significant barriers to continued economic growth. Attracting new jobs means little if employees cannot secure dependable childcare close to where they live and work. Recent Virginia Tech research illustrates the magnitude of the challenge: • Approximately 52% of the Danville-Pittsylvania region qualifies as a childcare desert, leaving many working families with few or no available childcare options. • The region currently needs approximately 800 additional child care spaces, including roughly 400 in Danville and 410 in Pittsylvania County, simply to meet existing demand. • Only 6% of surveyed parents reported complete satisfaction with childcare options. • Childcare shortages contribute directly to parents reducing work hours, delaying career advancement, or leaving the workforce altogether, while employers face increasing difficulty recruiting and retaining qualified employees. • The estimated annual economic impact of inadequate childcare in the Danville-Pittsylvania region is approximately $22.7 million.

For decades, childcare has often been viewed primarily as a family responsibility—or, too often, as “mom’s problem.” That mindset is rapidly changing. Communities across the country now recognize that childcare is every bit as essential to economic competitiveness as roads, utilities, broadband, or industrial parks. Without reliable childcare, parents cannot fully participate in the workforce. Employers experience higher absenteeism, increased turnover, lower productivity, and greater recruitment costs. These challenges ripple throughout the regional economy, affecting everything from manufacturing and healthcare to education, hospitality, and public safety.

Integrating Housing and Childcare into Regional Development It is evident that housing and childcare should no longer be planned independently. Every major residential development should evaluate opportunities to incorporate or support childcare services as part of a broader mixed-use community strategy. Future workforce-oriented developments should consider: • On-site or adjacent childcare facilities. • Public-private childcare partnerships. • Employer-supported childcare initiatives. • Reduced-cost childcare programs serving workforce families. • Flexible childcare options supporting shift workers in manufacturing, healthcare, and hospitality. These amenities not only improve quality of life but also significantly enhance the marketability and long-term sustainability of residential communities.

As Southside Virginia continues attracting advanced manufacturing, defense industries, technology firms, healthcare providers, and tourism-related employers, housing and childcare must become integrated components of every economic development strategy. It cannot be said enough - housing and childcare are no longer separate policy issues—they are the two foundational pieces of workforce infrastructure. Take a look at our housing and childcare pipeline graph on the following page for more information.

A Competitive Advantage for Southside Virginia Southside Virginia has an opportunity to distinguish itself nationally by embracing a comprehensive economic development model that combines housing production, workforce education, childcare, transportation, healthcare, and quality-of-life investments into one coordinated regional strategy. Communities that solve both the housing challenge and the childcare challenge will not only attract employers—they will attract families, entrepreneurs, retirees, and the long-term private investment that sustains regional prosperity for generations. Although today’s mortgage interest rates are often viewed as historically high, they actually remain close to long-term historical averages. The larger challenge has been decades of housing inflation driven by: • Restrictive zoning policies • Lengthy entitlement and permitting timelines

• NIMBY “Not In My Backyard” opposition • Labor shortages

• Rising infrastructure costs

• Supply chain disruptions

• Limited developable inventory

• Development financing challenges

National Housing Trends Create Additional Challenges Recent statements from executives at two of America’s largest homebuilding companies indicate that many national builders are shifting away from workforce housing because current margins no longer justify investment. Instead, they are concentrating on higher-priced move-up and luxury housing. For Southside Virginia, this presents both a challenge and an opportunity. Large publicly traded builders often avoid emerging markets with limited entitled lots and shorter development histories. Local and regional builders, however, possess the market knowledge, relationships, and flexibility necessary to produce the housing Southside needs—provided public policy supports their efforts.

Downtown Revitalization Proves The Model Danville and Martinsville have already demonstrated what is possible when public investment and private enterprise work together toward a shared vision. Strategic investments in infrastructure, incentives, historic redevelopment, and public spaces helped unlock private capital, transform underutilized properties, and create new housing, businesses, jobs, and economic activity. Now, that proven philosophy should extend beyond downtown. The same public-private approach that helped revitalize our urban centers can be applied to workforce housing, infrastructure, and thoughtfully planned communities throughout Southern Virginia. By helping remove barriers to development and leveraging public resources to attract private investment, the region can accelerate housing production while creating the complete communities needed to support its rapidly growing workforce. Downtown revitalization proved the model. These investments have generated tourism, private investment, and renewed

community pride. However, downtown redevelopment alone cannot satisfy the region’s long-term housing needs. Future economic growth requires larger-scale residential communities that include: • Workforce housing

• Healthcare access

• Active adult housing

• Retail and restaurants

• Family neighborhoods

• Educational opportunities

• Parks and recreation

• Mixed-use commercial services

• Childcare

Financing Remains a Significant Barrier

3. Establish a Regional Housing Partnership

Unlike industrial development, suburban and semi-rural residential development receives relatively limited public assistance. Investors continue to perceive portions of Southside Virginia as emerging markets rather than mature housing markets. This results in:

Southside Virginia should create a permanent regional housing partnership including:

• Higher financing costs

• Reduced affordability

• Increased risk premiums

• Slower project delivery

Without strategic public participation, many otherwise viable housing projects remain financially difficult to deliver.

Policy Suggestions 1. Treat Housing as Critical Infrastructure Housing should receive the same level of strategic importance as industrial recruitment. When a project is expected to create 2,000 jobs, the region should simultaneously plan for approximately 2,000 housing units across multiple price points. Economic development and housing development should become integrated planning processes rather than separate initiatives.

2. Accelerate Residential Approvals Industrial projects frequently move from approval to construction within approximately twelve months. Residential developments often require two to three years before construction begins. Streamlining zoning, permitting, environmental review, utility coordination, transportation approvals could significantly increase housing production while reducing costs. Time is one of the largest expenses in residential development.

• Cities

• Virginia Housing

• Counties

• The Tobacco Commission

• Industrial Development

• Danville Regional Foundation

Authorities • Economic Development Organizations

• Workforce organizations • Private developers • Financial institutions

Together these organizations could establish a regional Housing Trust dedicated to supporting attainable housing. For an example, housing initiatives in Henrico County (just West of Richmond) demonstrate how public investment can leverage private development while expanding homeownership opportunities. Southside should develop its own regional model tailored to their up-and-coming future workforce needs.

4. Support Projects Already in the Pipeline Several local builders currently control development sites capable of producing thousands of housing units. Many projects are already substantially entitled and could begin construction within 12–18 months if financing gaps and infrastructure costs were addressed through targeted public assistance. Accelerating existing developments represents the fastest opportunity to increase housing inventory.

5. Expand Regional Infrastructure Planning

Additional Housing Opportunities

Housing growth depends upon coordinated investment in:

Active Adult (55+) Communities

• Water

• Electric capacity

• Broadband

• Sewer

• Natural gas

• Transportation

Regional infrastructure planning has been central to the success of Hampton Roads, Northern and Central Virginia, and North Carolina’s Research Triangle. Southside should adopt the same collaborative regional approach.

6. Establish Virginia’s First “Workforce Ready Community” Certification Southside Virginia has an opportunity to become the Commonwealth’s first Workforce Ready Community—a regional designation recognizing communities that have successfully aligned housing, childcare, workforce education, healthcare, transportation, infrastructure, and economic development into one coordinated strategy. Rather than evaluating individual programs or isolated investments, the certification would recognize communities that have demonstrated a comprehensive commitment to building the workforce infrastructure necessary to attract employers, support families, and sustain long-term economic growth. A regional certification program could be administered through a collaborative partnership of local governments, Industrial Development Authorities, Virginia Housing, GO Virginia, the Virginia Early Childhood Foundation, the Tobacco Commission, regional foundations, educational institutions, healthcare providers, and private-sector stakeholders.

Southside Virginia possesses unique competitive advantages such as abundant land, moderate climate, lower housing costs, proximity to the Blue Ridge Mountains, Caesars Virginia, outdoor recreation, and healthcare expansion. The shortage of attainable active adult housing is becoming nearly as significant as workforce housing. Purpose-built communities designed for aging in place could attract retirees from throughout the Mid-Atlantic while generating additional healthcare, retail, and service employment.

Construction Workforce Housing Major industrial projects increasingly require temporary housing solutions for large construction workforces. Hotels frequently operate at capacity during major events and construction peaks. Manufactured housing communities, workforce lodging, extended -stay developments, and master-leased accommodations could provide economical housing for thousands of temporary workers while also serving long-term regional needs.

Workforce Education Housing Southside Virginia is rapidly emerging as a national leader in workforce education and advanced manufacturing training. Institutions including community colleges, advanced training centers, healthcare systems, and specialized workforce programs increasingly attract students from across Virginia and beyond. Many of these institutions were originally designed as commuter campuses.

Local Builders Should Lead Southside Virginia’s future housing growth should be led primarily by experienced local and regional developers. Unlike national publicly traded builders, local developers: • understand regional market conditions • maintain local relationships • adapt more quickly • reinvest within the community • build products aligned with regional incomes As the market matures, national builders may eventually expand into Southside Virginia. Until then, empowering local builders offers the fastest path toward increasing housing production.

Housing Is an Investment, Not an Expense One of the most common questions policymakers and taxpayers ask is: “If we invest public resources in housing, what do we receive in return?” The answer is equally straightforward. Housing should no longer be viewed solely as a residential issue or a public expense. It is a long-term economic investment that generates measurable returns across nearly every sector of the regional economy. Unlike many economic development incentives that are tied to a single employer or project, housing creates value that compounds over decades. Every new home represents more than a roof over some one’s head—it becomes a permanent economic asset that supports families, strengthens communities, and fuels sustained economic activity. Simply put, housing is one of the few public investments that simultaneously supports economic development, workforce

development, infrastructure utilization, community stability, and long-term tax base growth. The question, therefore, should not be whether Southside Virginia can afford to invest in housing. The more important question is whether Southside Virginia can afford not to. The region has assembled many of the essential ingredients already in place: world-class workforce education and training, strategic industrial investment, expanding healthcare, nationally recognized economic development assets, abundant land, transportation access, and a growing network of public and private partners committed to the region’s future. The next challenge is ensuring that the communities supporting this economic growth evolve as quickly as the industries themselves. SOSI has already demonstrated that it can compete for worldclass employers. We must ensure that the communities surrounding those employers are equally competitive. By aligning housing, childcare, workforce education, utilities, healthcare, and transportation under one coordinated regional vision, SOSI can become a national model for sustainable economic development. Ultimately, Southside Virginia does not need a housing strategy for one stage of life. It needs a Workforce Infrastructure Strategy that supports EVERY stage of life. From workforce training to first-time homeownership From raising a family with reliable childcare From advancing a career in one of the region’s growing industries To aging in place within a community that makes life easier Housing becomes the common thread connecting each chapter. This is why housing should no longer be viewed as a byproduct of economic development. It is one of its primary drivers.

A coordinated regional strategy supported by local governments, educational institutions, economic development organizations, private industry, builders, financial institutions, utilities, healthcare providers, and nonprofit partners—can transform Southside Virginia’s competitive position for decades to come.

Ultimately, Innovative Home Solutions USA LLC’s vision is simple but ambitious:

The region already possesses the talent, resources, experience, and entrepreneurial leadership necessary to succeed. What remains is aligning those assets around one shared vision.

Our integrated model combines:

Every organization already holds an important tool. The opportunity before us is to place those tools into one toolbox and build from the same set of plans. If Southside Virginia embraces housing, childcare, workforce education, and regional collaboration as essential components of workforce infrastructure—not separate initiatives—it will do more than attract employers. It will attract PEOPLE. It will retain families. It will strengthen communities. It will expand opportunity. It will position Southside Virginia once again as one of America’s great centers of innovation, manufacturing, and prosperity.

Innovative Home Solutions USA LLC — Our Vision We envision a Southern Virginia where housing grows alongside economic opportunity—creating complete communities that give people the ability to learn, launch careers, build wealth, raise families, and age in place without having to leave the region. Our vision extends far beyond building homes. We see housing as essential workforce infrastructure, intentionally connected to childcare, education, healthcare, transportation, recreation, commercial services, and employment. Through thoughtful master planning, innovative development, and strong public-private partnerships, we seek to create communities that support residents through every stage of life while strengthening the employers and economies that depend on them.

Build the communities Southern Virginia needs today to power the economic growth of tomorrow. • Employer Partnerships • Technology • AI Integration • Financial Innovation

• Community Planning • Land Development • Construction • Sales & Marketing

Rather than building neighborhoods, Innovative Homes USA LLC develops complete community ecosystems.

Building the Next Generation of Workforce Communities We bring together housing, infrastructure, commercial development and strategic public-private partnerships to tackle one of America’s most pressing challenges: creating attainable, quality housing where people need it most. Our approach goes beyond traditional development. We work with communities to transform underutilized land into thoughtfully planned neighborhoods that support working families, strengthen local economies and create a foundation for long-term growth. We’re not simply developing property. We’re helping build the future of communities across America.

Proven Leadership. Proven Vision. Led by developer Rick Byers, Innovative Home Solutions USA brings more than 4 decades of experience creating neighborhoods that respond to changing market demands and regional growth opportunities. Throughout his extensive career, he has successfully developed workforce housing, both family and active adult communities, mixed-use developments, and large-scale master-planned communities designed to support long-term economic development. Today, Innovative Home Solutions USA LLC is actively developing communities in Southside Virginia. Vandola Crescent is designed as an affordable community where classic Southern charm meets fresh, modern living. Located in the heart of Danville, Virginia, these beautifully designed townhomes and active-adult villas offer the perfect mix of comfort, convenience, and style — all within a community created for the way people live today. River Oak Court and Twin Springs Estates are single family home communities that are the perfect fit for the area. Each of these 3 communities reflect our company’s commitment to attainable housing, thoughtful community design, and lasting value. Innovative Home Solutions USA LLC’s experience extends well beyond residential neighborhoods. We have played a significant role in planning larger mixed-use developments that integrate residential, commercial, healthcare, recreation, and community amenities into cohesive environments that strengthen regional economies and enhance quality of life. One of the company’s most ambitious initiatives is the Sugar Tree master-planned community (formerly known as Axton Project), that is strategically located within the growth corridor surrounding the Mega Site at Berry Hill. Conceived as more than a traditional residential development, Sugar Tree is designed to meet the needs of an entirely new generation of residents arriving as Southern Virginia continues its economic transformation.

A new chapter for Altavista Living, proposed community The Haven at Frazier Farm is envisioned as a thoughtfully planned residential neighborhood that blends timeless architecture, attainable homeownership, and an exceptional quality of life. Designed to complement Altavista’s small-town character while meeting the growing demand for new housing, the community represents a fresh approach to workforce and moveup housing for families, professionals, retirees, and first-time buyers.

Our Current Development Portfolio In summary, Innovative Homes USA LLC is creating successful developments including: Vandola Crescent, River Oak Court, Twin Springs, Sugar Tree Living and The Haven at Frazier Farm See each community’s site plan will appear in the 5 pages that follow:

Vision 2035 The long-term objective for Innovative Home Solutions USA LLC and Southside Virginia (SOSI) is ambitious but absolutely achievable. • 30,000 new housing units

• Technology-driven community development

• Regional corporate headquarters in Danville, Virginia

• Strong public-private partnerships

• National leader in workforce housing innovation

• Housing aligned with economic growth

Financials for Our Projects On Following Pages

Projected ProForma Consilidated For All 5 Communities

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ϮϮ͕ϳϴϴ͕ϰϰϳ

ϮϰϬ͕ϲϭϬ͕ϴϯϬ Ϯϯ͘ϱй

ϭϬ͘Ϭй Ͳ ϯϬ͕ϬϬϬ͕ϬϬϬ ϴ͕ϯϱϭ͕ϵϮϯ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ ϴ͕ϯϱϭ͕ϵϮϯ ;Ϯϭ͕ϲϰϴ͕ϬϳϳͿ ;Ϯϭ͕ϲϰϴ͕ϬϳϳͿ

ϴ͕ϯϱϭ͕ϵϮϯ Ͳ ;Ϯϭ͕ϮϮϬ͕ϬϰϯͿ Ͳ Ϯϭ͕ϮϮϬ͕Ϭϰϯ Ͳ Ϯϭ͕ϮϮϬ͕Ϭϰϯ ;ϭ͕Ϭϲϭ͕ϬϬϮͿ Ͳ ϮϮ͕Ϯϴϭ͕Ϭϰϱ Ͳ ;ϯϬ͕ϲϯϮ͕ϵϲϴͿ ;ϱϮ͕Ϯϴϭ͕ϬϰϱͿ

Ͳ Ͳ ϯϳ͕ϳϱϴ͕ϰϴϲ ϮϮ͕Ϯϴϭ͕Ϭϰϱ Ͳ ;ϮϮ͕Ϯϴϭ͕ϬϰϱͿ Ͳ ;ϭ͕ϭϭϰ͕ϬϱϮͿ ;ϭ͕ϭϭϰ͕ϬϱϮͿ Ͳ ϭϰ͕ϯϲϯ͕ϯϴϴ ϯϲ͕ϲϰϰ͕ϰϯϯ ;ϭϱ͕ϲϯϲ͕ϲϭϮͿ

ϭϰ͕ϯϲϯ͕ϯϴϴ Ͳ ϰϵ͕ϯϭϲ͕ϯϳϰ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ ϰϵ͕ϯϭϲ͕ϯϳϰ ϯϰ͕ϵϱϮ͕ϵϴϲ ϭϵ͕ϯϭϲ͕ϯϳϰ

ϰϮ͕ϭϭϲ͕ϯϳϰ Ͳ ϴϳ͕ϯϬϲ͕ϰϳϰ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ ϴϳ͕ϯϬϲ͕ϰϳϰ ϰϱ͕ϭϵϬ͕ϭϬϬ ϲϰ͕ϱϬϲ͕ϰϳϰ

Ͳ Ͳ Ϯϵ͕ϰϯϯ͕ϵϬϳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ϯϵ͕ϰϯϯ͕ϵϬϳ Ϯϵ͕ϰϯϯ͕ϵϬϳ ϵϯ͕ϵϰϬ͕ϯϴϭ

Ͳ Ͳ ϭϲ͕ϯϰϯ͕ϬϬϬ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ ϭϲ͕ϯϰϯ͕ϬϬϬ ϭϲ͕ϯϰϯ͕ϬϬϬ ϭϭϬ͕Ϯϴϯ͕ϯϴϭ

Ͳ Ͳ ϭϲ͕ϯϰϯ͕ϬϬϬ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ ϭϲ͕ϯϰϯ͕ϬϬϬ ϭϲ͕ϯϰϯ͕ϬϬϬ ϭϮϲ͕ϲϮϲ͕ϯϴϭ

Ͳ Ͳ Ϯϲ͕ϰϵϯ͕ϬϬϬ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ϯϲ͕ϰϵϯ͕ϬϬϬ Ϯϲ͕ϰϵϯ͕ϬϬϬ ϭϱϯ͕ϭϭϵ͕ϯϴϭ

Ͳ Ͳ Ϯϲ͕ϰϵϯ͕ϬϬϬ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ϯϲ͕ϰϵϯ͕ϬϬϬ Ϯϲ͕ϰϵϯ͕ϬϬϬ ϭϳϵ͕ϲϭϮ͕ϯϴϭ

Ͳ Ͳ ϯϲ͕Ϭϯϰ͕ϵϰϳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ ϯϲ͕Ϭϯϰ͕ϵϰϳ ϯϲ͕Ϭϯϰ͕ϵϰϳ Ϯϭϱ͕ϲϰϳ͕ϯϮϴ

Ͳ Ͳ ϮϮ͕ϳϴϴ͕ϰϰϳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ ϮϮ͕ϳϴϴ͕ϰϰϳ ϮϮ͕ϳϴϴ͕ϰϰϳ Ϯϯϴ͕ϰϯϱ͕ϳϳϲ

WZ & ZZ Z dhZE͕ WZ/E /W > E d, ϰϬͬϲϬ ^W>/d /ŶǀĞƐƚŽƌ ĞƋƵŝƚǇ Ͳ ŽƉĞŶŝŶŐ ďĂůĂŶĐĞ Ͳ WƌĞĨĞƌƌĞĚ ƌĞƚƵƌŶ ĂĐĐƌƵĞĚ Ăƚ ϴй ƐŝŵƉůĞ Ͳ ƵŵƵůĂƚŝǀĞ ƉƌĞĨĞƌƌĞĚ ŽƵƚƐƚĂŶĚŝŶŐ Ͳ WƌĞĨĞƌƌĞĚ ƌĞƚƵƌŶ ƉĂŝĚ Ͳ WƌŝŶĐŝƉĂů ƌĞƉĂŝĚ Ͳ /ŶǀĞƐƚŽƌ ĞƋƵŝƚǇ Ͳ ĐůŽƐŝŶŐ ďĂůĂŶĐĞ ϯϬ͕ϬϬϬ͕ϬϬϬ ĂƐŚ ĂǀĂŝůĂďůĞ ĨŽƌ ƚŚĞ ϰϬͬϲϬ ƐƉůŝƚ Ͳ ŝƐƚƌŝďƵƚŝŽŶ Ͳ ƵŝůĚĞƌͬ ĞǀĞůŽƉĞƌ ;ϲϬйͿ Ͳ ŝƐƚƌŝďƵƚŝŽŶ Ͳ /ŶǀĞƐƚŽƌƐ ;ϰϬйͿ Ͳ ůŽƐŝŶŐ ĐĂƐŚ ďĂůĂŶĐĞ ĂĨƚĞƌ ĚŝƐƚƌŝďƵƚŝŽŶƐ ϴ͕ϯϱϭ͕ϵϮϯ

ϯϬ͕ϬϬϬ͕ϬϬϬ Ϯ͕ϰϬϬ͕ϬϬϬ Ϯ͕ϰϬϬ͕ϬϬϬ Ͳ Ͳ ϯϬ͕ϬϬϬ͕ϬϬϬ Ͳ Ͳ Ͳ Ͳ

ϯϬ͕ϬϬϬ͕ϬϬϬ Ϯ͕ϰϬϬ͕ϬϬϬ ϰ͕ϴϬϬ͕ϬϬϬ Ͳ Ͳ ϯϬ͕ϬϬϬ͕ϬϬϬ Ͳ Ͳ Ͳ ϭϰ͕ϯϲϯ͕ϯϴϴ

ϯϬ͕ϬϬϬ͕ϬϬϬ Ϯ͕ϰϬϬ͕ϬϬϬ Ͳ ϳ͕ϮϬϬ͕ϬϬϬ Ͳ ϯϬ͕ϬϬϬ͕ϬϬϬ Ͳ Ͳ Ͳ ϰϮ͕ϭϭϲ͕ϯϳϰ

ϯϬ͕ϬϬϬ͕ϬϬϬ Ϯ͕ϰϬϬ͕ϬϬϬ Ͳ Ϯ͕ϰϬϬ͕ϬϬϬ ϯϬ͕ϬϬϬ͕ϬϬϬ Ͳ ϱϰ͕ϵϬϲ͕ϰϳϰ ϯϮ͕ϵϰϯ͕ϴϴϰ Ϯϭ͕ϵϲϮ͕ϱϴϵ Ͳ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ϯϵ͕ϰϯϯ͕ϵϬϳ ϭϳ͕ϲϲϬ͕ϯϰϰ ϭϭ͕ϳϳϯ͕ϱϲϯ Ͳ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ ϭϲ͕ϯϰϯ͕ϬϬϬ ϵ͕ϴϬϱ͕ϴϬϬ ϲ͕ϱϯϳ͕ϮϬϬ Ͳ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ϯϲ͕ϰϵϯ͕ϬϬϬ ϭϱ͕ϴϵϱ͕ϴϬϬ ϭϬ͕ϱϵϳ͕ϮϬϬ Ͳ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ ϯϲ͕Ϭϯϰ͕ϵϰϳ Ϯϭ͕ϲϮϬ͕ϵϲϴ ϭϰ͕ϰϭϯ͕ϵϳϵ Ͳ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ ϮϮ͕ϳϴϴ͕ϰϰϳ ϭϯ͕ϲϳϯ͕Ϭϲϴ ϵ͕ϭϭϱ͕ϯϳϵ Ͳ

Ͳ ;ϯϬ͕ϬϬϬ͕ϬϬϬͿ

ϳ͕ϮϬϬ͕ϬϬϬ ;ϮϮ͕ϴϬϬ͕ϬϬϬͿ

ϱϰ͕ϯϲϮ͕ϱϴϵ ϯϭ͕ϱϲϮ͕ϱϴϵ

ϭϭ͕ϳϳϯ͕ϱϲϯ ϰϯ͕ϯϯϲ͕ϭϱϮ

ϲ͕ϱϯϳ͕ϮϬϬ ϰϵ͕ϴϳϯ͕ϯϱϮ

ϲ͕ϱϯϳ͕ϮϬϬ ϱϲ͕ϰϭϬ͕ϱϱϮ

ϭϬ͕ϱϵϳ͕ϮϬϬ ϲϳ͕ϬϬϳ͕ϳϱϮ

ϭϬ͕ϱϵϳ͕ϮϬϬ ϳϳ͕ϲϬϰ͕ϵϱϮ

ϭϰ͕ϰϭϯ͕ϵϳϵ ϵϮ͕Ϭϭϴ͕ϵϯϭ

ϵ͕ϭϭϱ͕ϯϳϵ ϭϬϭ͕ϭϯϰ͕ϯϭϬ

Z s Eh ,ŽŵĞ ^ĂůĞƐ Ͳ sĂŶĚŽůĂ ƌĞƐĐĞŶƚ ,ŽŵĞ ^ĂůĞƐ Ͳ ZŝǀĞƌ KĂŬ ŽƵƌƚ ,ŽŵĞ ^ĂůĞƐ Ͳ dǁŝŶ ^ƉƌŝŶŐƐ ,ŽŵĞ ^ĂůĞƐ Ͳ &ƌĂǌŝĞƌ &Ăƌŵ ,ŽŵĞ ^ĂůĞƐ Ͳ ^ƵŐĂƌ dƌĞĞ >ŝĨĞ dŽƚĂů ,ŽŵĞ ^ĂůĞƐ ZĞǀĞŶƵĞ

KW Z d/E' WZK&/d KƉĞƌĂƚŝŶŐ ŵĂƌŐŝŶ й /Ed Z ^d E ^, >ŝŶĞ ŽĨ ĐƌĞĚŝƚ ŝŶƚĞƌĞƐƚ ƌĂƚĞ KƉĞŶŝŶŐ ĐĂƐŚ ďĂůĂŶĐĞ /ŶǀĞƐƚŽƌ ĐĂƉŝƚĂů ĐŽŶƚƌŝďƵƚĞĚ ĂƐŚ ĂǀĂŝůĂďůĞ ďĞĨŽƌĞ ůŝŶĞ ŽĨ ĐƌĞĚŝƚ >ŝŶĞ ŽĨ ĐƌĞĚŝƚ Ͳ ŽƉĞŶŝŶŐ ďĂůĂŶĐĞ >ŝŶĞ ŽĨ ĐƌĞĚŝƚ Ͳ ĚƌĂǁ >ŝŶĞ ŽĨ ĐƌĞĚŝƚ Ͳ ƌĞƉĂǇŵĞŶƚ ĂůĂŶĐĞ ďĞĨŽƌĞ ŝŶƚĞƌĞƐƚ /ŶƚĞƌĞƐƚ ĞǆƉĞŶƐĞ /ŶƚĞƌĞƐƚ ƉĂŝĚ ĨƌŽŵ ƐƵƌƉůƵƐ ĐĂƐŚ >ŝŶĞ ŽĨ ĐƌĞĚŝƚ Ͳ ĐůŽƐŝŶŐ ďĂůĂŶĐĞ ĂƐŚ ďĂůĂŶĐĞ ďĞĨŽƌĞ ĚŝƐƚƌŝďƵƚŝŽŶƐ E d WZK&/d &d Z /Ed Z ^d ƵŵƵůĂƚŝǀĞ EĞƚ WƌŽĨŝƚ ĨƚĞƌ /ŶƚĞƌĞƐƚ

/Es ^dKZ Z dhZE^ KE d, ΨϯϬ͕ϬϬϬ͕ϬϬϬ /ŶǀĞƐƚŽƌ ĐĂƐŚ ĨůŽǁ ƵŵƵůĂƚŝǀĞ ŝŶǀĞƐƚŽƌ ĐĂƐŚ ĨůŽǁ dŽƚĂů ƌĞƚƵƌŶĞĚ ƚŽ ŝŶǀĞƐƚŽƌƐ DŽŶĞǇ ŵƵůƚŝƉůĞ ŽŶ ŝŶǀĞƐƚĞĚ ĐĂƉŝƚĂů /ŶǀĞƐƚŽƌ /ZZ /ŶǀĞƐƚŽƌ 'Z ƚŽ ĨŝŶĂů ĚŝƐƚƌŝďƵƚŝŽŶ

ϮϬϮϲ

;ϯϬ͕ϬϬϬ͕ϬϬϬͿ ;ϯϬ͕ϬϬϬ͕ϬϬϬͿ

ϯϬ͕ϬϬϬ͕ϬϬϬ

Ϯϭ͕ϮϮϬ͕Ϭϰϯ ;ϮϮ͕Ϯϴϭ͕ϬϰϱͿ ;Ϯ͕ϭϳϱ͕ϬϱϰͿ ;ϭ͕ϭϭϰ͕ϬϱϮͿ

Ϯϯϴ͕ϰϯϱ͕ϳϳϲ Ϯϯϴ͕ϰϯϱ͕ϳϳϲ

ϵ͕ϲϬϬ͕ϬϬϬ Ͳ ϵ͕ϲϬϬ͕ϬϬϬ ϯϬ͕ϬϬϬ͕ϬϬϬ ϮϮϴ͕ϴϯϱ͕ϳϳϲ ϭϯϳ͕ϯϬϭ͕ϰϲϱ ϵϭ͕ϱϯϰ͕ϯϭϬ

ϭϬϭ͕ϭϯϰ͕ϯϭϬ ϭϬϭ͕ϭϯϰ͕ϯϭϬ ϭϯϭ͕ϭϯϰ͕ϯϭϬ ϰ͘ϯϳǆ ϯϭ͘ϱй ϭϰ͘ϯй

sĂŶĚŽůĂ ƌĞƐĐĞŶƚ Ͳ WƌŽĨŝƚ Θ >ŽƐƐ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ ŝƐ ƐŚŽǁŶ ŶĞƚ ŽĨ ƚŚĞ ĐŽƐƚ ŽĨ ƉƌŽĚƵĐŝŶŐ ƚŚĞ ůŽƚƐ͘

WƌŽĨŝƚ Θ >ŽƐƐ

ϮϬϮϱ

ϮϬϮϲ

ϮϬϮϳ

ϮϬϮϴ

ϮϬϮϵ

ϮϬϯϬ

ϮϬϯϭ

ϮϬϯϮ

ϮϬϯϯ

ϮϬϯϰ

ϮϬϯϱ

ϮϬϯϲ

ϮϬϯϳ

dŽƚĂů WƌŽũĞĐƚ

Z s Eh ,ŽŵĞ ^ĂůĞƐ ZĞǀĞŶƵĞ ĞǀĞůŽƉŵĞŶƚ ZĞǀĞŶƵĞ͕ ŶĞƚ ŽĨ ǁŚŝĐŚ͗ ƉƌŽũĞĐƚ ŵĂŶĂŐĞŵĞŶƚ ĨĞĞ Ăƚ Ψϭϱ͕ϬϬϬ ƉĞƌ ƵŶŝƚ dKd > Z s Eh

Ͳ Ͳ Ͳ Ͳ

Ͳ ;Ϯ͕Ϭϳϵ͕ϲϬϬͿ Ͳ ;Ϯ͕Ϭϳϵ͕ϲϬϬͿ

ϭϰ͕Ϭϲϭ͕ϰϮϵ ;ϭ͕ϴϮϭ͕ϬϬϬͿ ;ϲϰϮ͕ϴϱϳͿ ϭϮ͕ϮϰϬ͕ϰϮϵ

Ϯϴ͕ϭϮϮ͕ϴϱϳ ;ϰϵϮ͕ϬϬϬͿ ;ϭ͕Ϯϴϱ͕ϳϭϰͿ Ϯϳ͕ϲϯϬ͕ϴϱϳ

Ϯϴ͕ϭϮϮ͕ϴϱϳ Ϯ͕ϲϱϴ͕ϬϬϬ ;ϭ͕Ϯϴϱ͕ϳϭϰͿ ϯϬ͕ϳϴϬ͕ϴϱϳ

Ͳ Ͳ Ͳ Ͳ

ϵϴ͕ϰϯϬ͕ϬϬϬ ;Ϯ͕ϮϮϲ͕ϲϬϬͿ ;ϰ͕ϱϬϬ͕ϬϬϬͿ ϵϲ͕ϮϬϯ͕ϰϬϬ

yW E^ ^ >Žƚ ŽƐƚ sĞƌƚŝĐĂů ŽŶƐƚƌƵĐƚŝŽŶ ůŽƐŝŶŐ ŽƐƚƐ ,K ^ƚĂƌƚ &ĞĞƐ dKd > yW E^ ^

Ͳ Ͳ Ͳ Ͳ Ͳ

Ͳ ;ϭ͕ϯϵϴ͕ϴϱϳͿ Ͳ Ͳ ;ϭ͕ϯϵϴ͕ϴϱϳͿ

;Ϯ͕ϭϬϲ͕ϴϱϳͿ ;ϴ͕ϯϵϯ͕ϭϰϯͿ ;ϭ͕ϯϱϯ͕ϲϴϲͿ ;ϭϬϰ͕ϯϭϰͿ ;ϭϭ͕ϵϱϴ͕ϬϬϬͿ

;ϰ͕Ϯϭϯ͕ϳϭϰͿ ;ϭϯ͕ϵϴϴ͕ϱϳϭͿ ;Ϯ͕ϳϬϳ͕ϯϳϭͿ ;ϮϬϴ͕ϲϮϵͿ ;Ϯϭ͕ϭϭϴ͕ϮϴϲͿ

;ϰ͕Ϯϭϯ͕ϳϭϰͿ ;ϭϭ͕ϭϵϬ͕ϴϱϳͿ ;Ϯ͕ϳϬϳ͕ϯϳϭͿ ;ϮϬϴ͕ϲϮϵͿ ;ϭϴ͕ϯϮϬ͕ϱϳϭͿ

Ͳ Ͳ Ͳ Ͳ Ͳ

;ϭϰ͕ϳϰϴ͕ϬϬϬͿ ;ϰϴ͕ϵϲϬ͕ϬϬϬͿ ;ϵ͕ϰϳϱ͕ϴϬϬͿ ;ϳϯϬ͕ϮϬϬͿ ;ϳϯ͕ϵϭϰ͕ϬϬϬͿ

;ϯ͕ϰϳϴ͕ϰϱϳͿ

ϮϴϮ͕ϰϮϵ

ϲ͕ϱϭϮ͕ϱϳϭ

ϭϮ͕ϰϲϬ͕Ϯϴϲ

ϮϮ͕Ϯϴϵ͕ϰϬϬ Ϯϯ͘Ϯй

;ϯ͕ϰϳϴ͕ϰϱϳͿ

;ϯ͕ϭϵϲ͕ϬϮϵͿ

ϯ͕ϯϭϲ͕ϱϰϯ

ϵ͕ϴϮϵ͕ϭϭϰ

ϮϮ͕Ϯϴϵ͕ϰϬϬ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ

Ͳ Ͳ Ͳ Ͳ ;Ϯ͕Ϭϳϵ͕ϲϬϬͿ ;Ϯ͕Ϭϳϵ͕ϲϬϬͿ ;ϭ͕ϯϵϴ͕ϴϱϳͿ ;ϭ͕ϯϵϴ͕ϴϱϳͿ

Ϯ͕ϭϬϲ͕ϴϱϳ ;ϯ͕ϬϬϬ͕ϬϬϬͿ ;ϭϮϴ͕ϱϳϭͿ ;ϭϱϲ͕ϰϮϵͿ Ͳ ;ϭ͕ϭϳϴ͕ϭϰϯͿ Ϯ͕ϭϬϯ͕ϰϮϵ ϰ͕ϮϭϬ͕Ϯϴϲ

ϰ͕Ϯϭϯ͕ϳϭϰ ;ϯ͕ϬϬϬ͕ϬϬϬͿ ;Ϯϱϳ͕ϭϰϯͿ ;ϭϲϮ͕ϴϱϳͿ Ͳ ϳϵϯ͕ϳϭϰ ϳ͕ϬϬϰ͕ϱϳϭ ϭϭ͕Ϯϭϴ͕Ϯϴϲ

ϰ͕Ϯϭϯ͕ϳϭϰ Ͳ ;Ϯϱϳ͕ϭϰϯͿ ;ϭϮ͕ϴϱϳͿ Ͳ ϯ͕ϵϰϯ͕ϳϭϰ ϵ͕ϴϬϮ͕Ϯϴϲ ϭϰ͕Ϭϭϲ͕ϬϬϬ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ

KW Z d/E' WZK&/d KƉĞƌĂƚŝŶŐ ŵĂƌŐŝŶ й ƵŵƵůĂƚŝǀĞ KƉĞƌĂƚŝŶŐ WƌŽĨŝƚ D DK Ͳ ƌĞĐŽŶĐŝůŝĂƚŝŽŶ ƚŽ ďĂƐŝƐ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ͕ ŐƌŽƐƐ >ĞƐƐ͗ /ŶĨƌĂƐƚƌƵĐƚƵƌĞ >ĞƐƐ͗ dĂƉ &ĞĞƐ >ĞƐƐ͗ ŽŶƚŝŶŐĞŶĐǇ Ăƚ ϱй >ĞƐƐ͗ ŶƚŝƚůĞŵĞŶƚ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ͕ ŶĞƚ ;ďĞĨŽƌĞ ŵĂŶĂŐĞŵĞŶƚ ĨĞĞͿ DĞŵŽ͗ EĞƚ WZ ŽŶ ďĂƐŝƐ DĞŵŽ͗ dŽƚĂů WZ ŽŶ ďĂƐŝƐ

ϭϰ͕ϳϰϴ͕ϬϬϬ ;ϵ͕ϬϬϬ͕ϬϬϬͿ ;ϵϬϬ͕ϬϬϬͿ ;ϰϵϱ͕ϬϬϬͿ ;Ϯ͕Ϭϳϵ͕ϲϬϬͿ Ϯ͕Ϯϳϯ͕ϰϬϬ Ϯϰ͕ϱϭϲ͕ϬϬϬ ϯϵ͕Ϯϲϰ͕ϬϬϬ

ZŝǀĞƌ KĂŬ ŽƵƌƚ Ͳ WƌŽĨŝƚ Θ >ŽƐƐ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ ŝƐ ƐŚŽǁŶ ŶĞƚ ŽĨ ƚŚĞ ĐŽƐƚ ŽĨ ƉƌŽĚƵĐŝŶŐ ƚŚĞ ůŽƚƐ͘

WƌŽĨŝƚ Θ >ŽƐƐ Z s Eh ,ŽŵĞ ^ĂůĞƐ ZĞǀĞŶƵĞ ĞǀĞůŽƉŵĞŶƚ ZĞǀĞŶƵĞ͕ ŶĞƚ ŽĨ ǁŚŝĐŚ͗ ƉƌŽũĞĐƚ ŵĂŶĂŐĞŵĞŶƚ ĨĞĞ Ăƚ Ψϭϱ͕ϬϬϬ ƉĞƌ ƵŶŝƚ dKd > Z s Eh yW E^ ^ >Žƚ ŽƐƚ sĞƌƚŝĐĂů ŽŶƐƚƌƵĐƚŝŽŶ ůŽƐŝŶŐ ŽƐƚƐ ,K ^ƚĂƌƚ &ĞĞƐ dKd > yW E^ ^ KW Z d/E' WZK&/d KƉĞƌĂƚŝŶŐ ŵĂƌŐŝŶ й ƵŵƵůĂƚŝǀĞ KƉĞƌĂƚŝŶŐ WƌŽĨŝƚ D DK Ͳ ƌĞĐŽŶĐŝůŝĂƚŝŽŶ ƚŽ ZŝĐŬΖƐ ďĂƐŝƐ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ͕ ŐƌŽƐƐ >ĞƐƐ͗ /ŶĨƌĂƐƚƌƵĐƚƵƌĞ >ĞƐƐ͗ dĂƉ &ĞĞƐ >ĞƐƐ͗ ŽŶƚŝŶŐĞŶĐǇ Ăƚ ϱй >ĞƐƐ͗ ŶƚŝƚůĞŵĞŶƚ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ͕ ŶĞƚ ;ďĞĨŽƌĞ ŵĂŶĂŐĞŵĞŶƚ ĨĞĞͿ DĞŵŽ͗ EĞƚ WZ ŽŶ ZŝĐŬΖƐ ďĂƐŝƐ DĞŵŽ͗ dŽƚĂů WZ ŽŶ ZŝĐŬΖƐ ďĂƐŝƐ

ϮϬϮϱ

ϮϬϮϲ

ϮϬϮϳ

ϮϬϮϴ

ϮϬϮϵ

ϮϬϯϬ

ϮϬϯϭ

ϮϬϯϮ

ϮϬϯϯ

ϮϬϯϰ

ϮϬϯϱ

ϮϬϯϲ

ϮϬϯϳ

dŽƚĂů WƌŽũĞĐƚ

Ͳ Ͳ Ͳ Ͳ

Ͳ ;ϭϲϲ͕ϯϲϴͿ Ͳ ;ϭϲϲ͕ϯϲϴͿ

ϱ͕ϵϮϬ͕ϬϬϬ ϱϴϴ͕ϭϬϬ ;ϮϰϬ͕ϬϬϬͿ ϲ͕ϱϬϴ͕ϭϬϬ

Ϯ͕ϵϲϬ͕ϬϬϬ ϭϳϯ͕ϯϬϬ ;ϭϮϬ͕ϬϬϬͿ ϯ͕ϭϯϯ͕ϯϬϬ

Ͳ Ͳ Ͳ Ͳ

ϴ͕ϴϴϬ͕ϬϬϬ ϱϵϱ͕ϬϯϮ ;ϯϲϬ͕ϬϬϬͿ ϵ͕ϰϳϱ͕ϬϯϮ

Ͳ Ͳ Ͳ Ͳ Ͳ

Ͳ ;ϱϳϲ͕ϬϬϬͿ Ͳ Ͳ ;ϱϳϲ͕ϬϬϬͿ

;ϭ͕ϭϮϬ͕ϬϬϬͿ ;Ϯ͕ϱϵϮ͕ϬϬϬͿ ;ϲϰϬ͕ϬϬϬͿ ;ϯϮ͕ϬϬϬͿ ;ϰ͕ϯϴϰ͕ϬϬϬͿ

;ϱϲϬ͕ϬϬϬͿ ;ϭ͕ϭϱϮ͕ϬϬϬͿ ;ϯϮϬ͕ϬϬϬͿ ;ϭϲ͕ϬϬϬͿ ;Ϯ͕Ϭϰϴ͕ϬϬϬͿ

Ͳ Ͳ Ͳ Ͳ Ͳ

;ϭ͕ϲϴϬ͕ϬϬϬͿ ;ϰ͕ϯϮϬ͕ϬϬϬͿ ;ϵϲϬ͕ϬϬϬͿ ;ϰϴ͕ϬϬϬͿ ;ϳ͕ϬϬϴ͕ϬϬϬͿ

;ϳϰϮ͕ϯϲϴͿ

Ϯ͕ϭϮϰ͕ϭϬϬ

ϭ͕Ϭϴϱ͕ϯϬϬ

Ϯ͕ϰϲϳ͕ϬϯϮ Ϯϲ͘Ϭй

;ϳϰϮ͕ϯϲϴͿ

ϭ͕ϯϴϭ͕ϳϯϮ

Ϯ͕ϰϲϳ͕ϬϯϮ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ

Ͳ Ͳ Ͳ Ͳ ;ϭϲϲ͕ϯϲϴͿ ;ϭϲϲ͕ϯϲϴͿ ;ϱϳϲ͕ϬϬϬͿ ;ϱϳϲ͕ϬϬϬͿ

ϭ͕ϭϮϬ͕ϬϬϬ ;ϮϯϬ͕ϬϬϬͿ ;ϰϴ͕ϬϬϬͿ ;ϭϯ͕ϵϬϬͿ Ͳ ϴϮϴ͕ϭϬϬ ϭ͕ϱϯϲ͕ϬϬϬ Ϯ͕ϲϱϲ͕ϬϬϬ

ϱϲϬ͕ϬϬϬ ;ϮϯϬ͕ϬϬϬͿ ;Ϯϰ͕ϬϬϬͿ ;ϭϮ͕ϳϬϬͿ Ͳ Ϯϵϯ͕ϯϬϬ ϵϭϮ͕ϬϬϬ ϭ͕ϰϳϮ͕ϬϬϬ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ

ϭ͕ϲϴϬ͕ϬϬϬ ;ϰϲϬ͕ϬϬϬͿ ;ϳϮ͕ϬϬϬͿ ;Ϯϲ͕ϲϬϬͿ ;ϭϲϲ͕ϯϲϴͿ ϵϱϱ͕ϬϯϮ ϭ͕ϴϳϮ͕ϬϬϬ ϯ͕ϱϱϮ͕ϬϬϬ

dǁŝŶ ^ƉƌŝŶŐƐ Ͳ WƌŽĨŝƚ Θ >ŽƐƐ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ ŝƐ ƐŚŽǁŶ ŶĞƚ ŽĨ ƚŚĞ ĐŽƐƚ ŽĨ ƉƌŽĚƵĐŝŶŐ ƚŚĞ ůŽƚƐ͘

WƌŽĨŝƚ Θ >ŽƐƐ

ϮϬϮϱ

ϮϬϮϲ

ϮϬϮϳ

ϮϬϮϴ

ϮϬϮϵ

ϮϬϯϬ

ϮϬϯϭ

ϮϬϯϮ

ϮϬϯϯ

ϮϬϯϰ

ϮϬϯϱ

ϮϬϯϲ

ϮϬϯϳ

dŽƚĂů WƌŽũĞĐƚ

Z s Eh ,ŽŵĞ ^ĂůĞƐ ZĞǀĞŶƵĞ ĞǀĞůŽƉŵĞŶƚ ZĞǀĞŶƵĞ͕ ŶĞƚ ŽĨ ǁŚŝĐŚ͗ ƉƌŽũĞĐƚ ŵĂŶĂŐĞŵĞŶƚ ĨĞĞ Ăƚ Ψϭϱ͕ϬϬϬ ƉĞƌ ƵŶŝƚ dKd > Z s Eh

Ͳ Ͳ Ͳ Ͳ

Ͳ ;ϰϭϱ͕ϵϮϬͿ Ͳ ;ϰϭϱ͕ϵϮϬͿ

ϭϬ͕ϮϬϬ͕ϬϬϬ ϯϭϰ͕ϰϬϬ ;ϯϲϬ͕ϬϬϬͿ ϭϬ͕ϱϭϰ͕ϰϬϬ

ϱ͕ϭϬϬ͕ϬϬϬ ;ϯϲϳ͕ϴϬϬͿ ;ϭϴϬ͕ϬϬϬͿ ϰ͕ϳϯϮ͕ϮϬϬ

Ͳ Ͳ Ͳ Ͳ

Ϯϱ͕ϱϬϬ͕ϬϬϬ ;ϭϱϰ͕ϵϮϬͿ ;ϵϬϬ͕ϬϬϬͿ Ϯϱ͕ϯϰϱ͕ϬϴϬ

yW E^ ^ >Žƚ ŽƐƚ sĞƌƚŝĐĂů ŽŶƐƚƌƵĐƚŝŽŶ ůŽƐŝŶŐ ŽƐƚƐ ,K ^ƚĂƌƚ &ĞĞƐ dKd > yW E^ ^

Ͳ Ͳ Ͳ Ͳ Ͳ

Ͳ ;ϭ͕ϬϲϬ͕ϴϬϬͿ Ͳ Ͳ ;ϭ͕ϬϲϬ͕ϴϬϬͿ

;ϭ͕ϴϬϬ͕ϬϬϬͿ ;ϱ͕ϯϬϰ͕ϬϬϬͿ ;ϭ͕ϬϮϬ͕ϬϬϬͿ Ͳ ;ϴ͕ϭϮϰ͕ϬϬϬͿ

;ϭ͕ϴϬϬ͕ϬϬϬͿ ;ϰ͕ϳϳϯ͕ϲϬϬͿ ;ϭ͕ϬϮϬ͕ϬϬϬͿ Ͳ ;ϳ͕ϱϵϯ͕ϲϬϬͿ

;ϵϬϬ͕ϬϬϬͿ ;Ϯ͕ϭϮϭ͕ϲϬϬͿ ;ϱϭϬ͕ϬϬϬͿ Ͳ ;ϯ͕ϱϯϭ͕ϲϬϬͿ

Ͳ Ͳ Ͳ Ͳ Ͳ

;ϰ͕ϱϬϬ͕ϬϬϬͿ ;ϭϯ͕ϮϲϬ͕ϬϬϬͿ ;Ϯ͕ϱϱϬ͕ϬϬϬͿ Ͳ ;ϮϬ͕ϯϭϬ͕ϬϬϬͿ

;ϭ͕ϰϳϲ͕ϳϮϬͿ

Ϯ͕ϯϵϬ͕ϰϬϬ

Ϯ͕ϵϮϬ͕ϴϬϬ

ϭ͕ϮϬϬ͕ϲϬϬ

ϱ͕Ϭϯϱ͕ϬϴϬ ϭϵ͘ϵй

;ϭ͕ϰϳϲ͕ϳϮϬͿ

ϵϭϯ͕ϲϴϬ

ϯ͕ϴϯϰ͕ϰϴϬ

ϱ͕Ϭϯϱ͕ϬϴϬ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ

Ͳ Ͳ Ͳ Ͳ ;ϰϭϱ͕ϵϮϬͿ ;ϰϭϱ͕ϵϮϬͿ ;ϭ͕ϬϲϬ͕ϴϬϬͿ ;ϭ͕ϬϲϬ͕ϴϬϬͿ

ϭ͕ϴϬϬ͕ϬϬϬ ;ϭ͕ϬϬϬ͕ϬϬϬͿ ;ϳϮ͕ϬϬϬͿ ;ϱϯ͕ϲϬϬͿ Ͳ ϲϳϰ͕ϰϬϬ Ϯ͕Ϭϳϲ͕ϬϬϬ ϯ͕ϴϳϲ͕ϬϬϬ

ϭ͕ϴϬϬ͕ϬϬϬ ;ϭ͕ϬϬϬ͕ϬϬϬͿ ;ϳϮ͕ϬϬϬͿ ;ϱϯ͕ϲϬϬͿ Ͳ ϲϳϰ͕ϰϬϬ Ϯ͕ϲϬϲ͕ϰϬϬ ϰ͕ϰϬϲ͕ϰϬϬ

ϵϬϬ͕ϬϬϬ ;ϭ͕ϬϬϬ͕ϬϬϬͿ ;ϯϲ͕ϬϬϬͿ ;ϱϭ͕ϴϬϬͿ Ͳ ;ϭϴϳ͕ϴϬϬͿ ϭ͕ϱϲϴ͕ϰϬϬ Ϯ͕ϰϲϴ͕ϰϬϬ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ

KW Z d/E' WZK&/d KƉĞƌĂƚŝŶŐ ŵĂƌŐŝŶ й ƵŵƵůĂƚŝǀĞ KƉĞƌĂƚŝŶŐ WƌŽĨŝƚ D DK Ͳ ƌĞĐŽŶĐŝůŝĂƚŝŽŶ ƚŽ ZŝĐŬΖƐ ďĂƐŝƐ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ͕ ŐƌŽƐƐ >ĞƐƐ͗ /ŶĨƌĂƐƚƌƵĐƚƵƌĞ >ĞƐƐ͗ dĂƉ &ĞĞƐ >ĞƐƐ͗ ŽŶƚŝŶŐĞŶĐǇ Ăƚ ϱй >ĞƐƐ͗ ŶƚŝƚůĞŵĞŶƚ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ͕ ŶĞƚ ;ďĞĨŽƌĞ ŵĂŶĂŐĞŵĞŶƚ ĨĞĞͿ DĞŵŽ͗ EĞƚ WZ ŽŶ ZŝĐŬΖƐ ďĂƐŝƐ DĞŵŽ͗ dŽƚĂů WZ ŽŶ ZŝĐŬΖƐ ďĂƐŝƐ

ϰ͕ϱϬϬ͕ϬϬϬ ;ϯ͕ϬϬϬ͕ϬϬϬͿ ;ϭϴϬ͕ϬϬϬͿ ;ϭϱϵ͕ϬϬϬͿ ;ϰϭϱ͕ϵϮϬͿ ϳϰϱ͕ϬϴϬ ϱ͕ϭϵϬ͕ϬϬϬ ϵ͕ϲϵϬ͕ϬϬϬ

^ƵŐĂƌ dƌĞĞ >ŝĨĞ Ͳ WƌŽĨŝƚ Θ >ŽƐƐ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ ŝƐ ƐŚŽǁŶ ŶĞƚ ŽĨ ƚŚĞ ĐŽƐƚ ŽĨ ƉƌŽĚƵĐŝŶŐ ƚŚĞ ůŽƚƐ͘

WƌŽĨŝƚ Θ >ŽƐƐ

ϮϬϮϱ

ϮϬϮϲ

ϮϬϮϳ

Z s Eh ,ŽŵĞ ^ĂůĞƐ ZĞǀĞŶƵĞ ĞǀĞůŽƉŵĞŶƚ ZĞǀĞŶƵĞ͕ ŶĞƚ ŽĨ ǁŚŝĐŚ͗ ƉƌŽũĞĐƚ ŵĂŶĂŐĞŵĞŶƚ ĨĞĞ Ăƚ Ψϭϱ͕ϬϬϬ ƉĞƌ ƵŶŝƚ dKd > Z s Eh

Ͳ Ͳ Ͳ Ͳ

Ͳ ;ϭϯ͕ϭϬϭ͕ϰϴϬͿ Ͳ ;ϭϯ͕ϭϬϭ͕ϰϴϬͿ

yW E^ ^ >Žƚ ŽƐƚ sĞƌƚŝĐĂů ŽŶƐƚƌƵĐƚŝŽŶ ůŽƐŝŶŐ ŽƐƚƐ ,K ^ƚĂƌƚ &ĞĞƐ dKd > yW E^ ^

Ͳ Ͳ Ͳ Ͳ Ͳ

ϮϬϮϴ

ϮϬϮϵ

ϮϬϯϬ

ϮϬϯϭ

ϮϬϯϮ

ϮϬϯϯ

ϮϬϯϰ

ϮϬϯϱ

ϮϬϯϲ

ϮϬϯϳ

ϳϲ͕ϯϯϴ͕ϵϰϳ ;ϲϮϭ͕ϳϯϳͿ ;Ϯ͕ϵϴϰ͕ϮϭϭͿ ϳϱ͕ϳϭϳ͕Ϯϭϭ

ϳϲ͕ϯϯϴ͕ϵϰϳ ϵ͕ϱϮϴ͕Ϯϲϯ ;Ϯ͕ϵϴϰ͕ϮϭϭͿ ϴϱ͕ϴϲϳ͕Ϯϭϭ

ϯϴ͕ϭϲϵ͕ϰϳϰ ϰ͕ϳϲϰ͕ϭϯϮ ;ϭ͕ϰϵϮ͕ϭϬϱͿ ϰϮ͕ϵϯϯ͕ϲϬϱ

ϳϮϱ͕ϮϮϬ͕ϬϬϬ ϭϲ͕ϱϭϳ͕ϬϮϬ ;Ϯϴ͕ϯϱϬ͕ϬϬϬͿ ϳϰϭ͕ϳϯϳ͕ϬϮϬ

Ͳ ;ϭϯ͕ϭϯϵ͕ϭϱϴͿ ;ϭϯ͕ϭϯϵ͕ϭϱϴͿ ;ϭϯ͕ϭϯϵ͕ϭϱϴͿ ;ϭϯ͕ϭϯϵ͕ϭϱϴͿ ;ϭϯ͕ϭϯϵ͕ϭϱϴͿ ;ϭϯ͕ϭϯϵ͕ϭϱϴͿ ;ϭϵ͕Ϭϴϯ͕ϴϵϱͿ ;ϯϴ͕ϭϲϳ͕ϳϴϵͿ ;ϯϴ͕ϭϲϳ͕ϳϴϵͿ ;ϯϴ͕ϭϲϳ͕ϳϴϵͿ ;ϯϴ͕ϭϲϳ͕ϳϴϵͿ ;ϯϴ͕ϭϲϳ͕ϳϴϵͿ ;ϯϴ͕ϭϲϳ͕ϳϴϵͿ Ͳ ;ϳ͕ϲϰϯ͕ϲϮϭͿ ;ϳ͕ϲϰϯ͕ϲϮϭͿ ;ϳ͕ϲϰϯ͕ϲϮϭͿ ;ϳ͕ϲϰϯ͕ϲϮϭͿ ;ϳ͕ϲϰϯ͕ϲϮϭͿ ;ϳ͕ϲϰϯ͕ϲϮϭͿ Ͳ ;ϰϮϯ͕ϲϰϮͿ ;ϰϮϯ͕ϲϰϮͿ ;ϰϮϯ͕ϲϰϮͿ ;ϰϮϯ͕ϲϰϮͿ ;ϰϮϯ͕ϲϰϮͿ ;ϰϮϯ͕ϲϰϮͿ ;ϭϵ͕Ϭϴϯ͕ϴϵϱͿ ;ϱϵ͕ϯϳϰ͕ϮϭϭͿ ;ϱϵ͕ϯϳϰ͕ϮϭϭͿ ;ϱϵ͕ϯϳϰ͕ϮϭϭͿ ;ϱϵ͕ϯϳϰ͕ϮϭϭͿ ;ϱϵ͕ϯϳϰ͕ϮϭϭͿ ;ϱϵ͕ϯϳϰ͕ϮϭϭͿ

;ϭϯ͕ϭϯϵ͕ϭϱϴͿ ;ϯϴ͕ϭϲϳ͕ϳϴϵͿ ;ϳ͕ϲϰϯ͕ϲϮϭͿ ;ϰϮϯ͕ϲϰϮͿ ;ϱϵ͕ϯϳϰ͕ϮϭϭͿ

;ϭϯ͕ϭϯϵ͕ϭϱϴͿ ;Ϯϴ͕ϲϮϱ͕ϴϰϮͿ ;ϳ͕ϲϰϯ͕ϲϮϭͿ ;ϰϮϯ͕ϲϰϮͿ ;ϰϵ͕ϴϯϮ͕ϮϲϯͿ

;ϲ͕ϱϲϵ͕ϱϳϵͿ ;ϵ͕ϱϰϭ͕ϵϰϳͿ ;ϯ͕ϴϮϭ͕ϴϭϭͿ ;Ϯϭϭ͕ϴϮϭͿ ;ϮϬ͕ϭϰϱ͕ϭϱϴͿ

;ϭϮϰ͕ϴϮϮ͕ϬϬϬͿ ;ϯϲϮ͕ϱϵϰ͕ϬϬϬͿ ;ϳϮ͕ϲϭϰ͕ϰϬϬͿ ;ϰ͕ϬϮϰ͕ϲϬϬͿ ;ϱϲϰ͕Ϭϱϱ͕ϬϬϬͿ ϭϳϳ͕ϲϴϮ͕ϬϮϬ Ϯϰ͘Ϭй

Ͳ Ͳ Ͳ Ͳ

KW Z d/E' WZK&/d KƉĞƌĂƚŝŶŐ ŵĂƌŐŝŶ й ƵŵƵůĂƚŝǀĞ KƉĞƌĂƚŝŶŐ WƌŽĨŝƚ

;ϭϯ͕ϭϬϭ͕ϰϴϬͿ ;ϭϵ͕Ϭϴϯ͕ϴϵϱͿ

ϭϲ͕ϯϰϯ͕ϬϬϬ

Ϯϲ͕ϰϵϯ͕ϬϬϬ

ϯϲ͕Ϭϯϰ͕ϵϰϳ

ϮϮ͕ϳϴϴ͕ϰϰϳ

;ϭϯ͕ϭϬϭ͕ϰϴϬͿ ;ϯϮ͕ϭϴϱ͕ϯϳϱͿ ;ϭϱ͕ϴϰϮ͕ϯϳϱͿ

ϱϬϬ͕ϲϮϱ

ϭϲ͕ϴϰϯ͕ϲϮϱ

ϯϯ͕ϭϴϲ͕ϲϮϱ

ϰϵ͕ϱϮϵ͕ϲϮϱ

ϲϱ͕ϴϳϮ͕ϲϮϱ

ϵϮ͕ϯϲϱ͕ϲϮϱ

ϭϭϴ͕ϴϱϴ͕ϲϮϱ

ϭϱϰ͕ϴϵϯ͕ϱϳϯ

ϭϳϳ͕ϲϴϮ͕ϬϮϬ

D DK Ͳ ƌĞĐŽŶĐŝůŝĂƚŝŽŶ ƚŽ ZŝĐŬΖƐ ďĂƐŝƐ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ͕ ŐƌŽƐƐ >ĞƐƐ͗ /ŶĨƌĂƐƚƌƵĐƚƵƌĞ >ĞƐƐ͗ dĂƉ &ĞĞƐ >ĞƐƐ͗ ŽŶƚŝŶŐĞŶĐǇ Ăƚ ϱй >ĞƐƐ͗ ŶƚŝƚůĞŵĞŶƚ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ͕ ŶĞƚ ;ďĞĨŽƌĞ ŵĂŶĂŐĞŵĞŶƚ ĨĞĞͿ DĞŵŽ͗ EĞƚ WZ ŽŶ ZŝĐŬΖƐ ďĂƐŝƐ DĞŵŽ͗ dŽƚĂů WZ ŽŶ ZŝĐŬΖƐ ďĂƐŝƐ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ ;ϭϯ͕ϭϬϭ͕ϰϴϬͿ Ͳ ;ϭϯ͕ϭϬϭ͕ϰϴϬͿ Ͳ Ͳ ;ϭϵ͕Ϭϴϯ͕ϴϵϱͿ Ͳ ;ϭϵ͕Ϭϴϯ͕ϴϵϱͿ

ϭϯ͕ϭϯϵ͕ϭϱϴ ;ϵ͕ϲϲϲ͕ϲϲϳͿ ;ϱϵϲ͕ϴϰϮͿ ;ϱϭϯ͕ϭϳϱͿ Ͳ Ϯ͕ϯϲϮ͕ϰϳϰ ϭϲ͕ϵϲϰ͕ϳϯϳ ϯϬ͕ϭϬϯ͕ϴϵϱ

ϭϯ͕ϭϯϵ͕ϭϱϴ Ͳ ;ϱϵϲ͕ϴϰϮͿ ;Ϯϵ͕ϴϰϮͿ Ͳ ϭϮ͕ϱϭϮ͕ϰϳϰ ϭϲ͕ϵϲϰ͕ϳϯϳ ϯϬ͕ϭϬϯ͕ϴϵϱ

ϭϯ͕ϭϯϵ͕ϭϱϴ Ͳ ;ϱϵϲ͕ϴϰϮͿ ;Ϯϵ͕ϴϰϮͿ Ͳ ϭϮ͕ϱϭϮ͕ϰϳϰ Ϯϲ͕ϱϬϲ͕ϲϴϰ ϯϵ͕ϲϰϱ͕ϴϰϮ

ϲ͕ϱϲϵ͕ϱϳϵ Ͳ ;Ϯϵϴ͕ϰϮϭͿ ;ϭϰ͕ϵϮϭͿ Ͳ ϲ͕Ϯϱϲ͕Ϯϯϳ ϭϴ͕ϬϮϰ͕ϯϭϲ Ϯϰ͕ϱϵϯ͕ϴϵϱ

ϭϯ͕ϭϯϵ͕ϭϱϴ ;ϵ͕ϲϲϲ͕ϲϲϳͿ ;ϱϵϲ͕ϴϰϮͿ ;ϱϭϯ͕ϭϳϱͿ Ͳ Ϯ͕ϯϲϮ͕ϰϳϰ ϭϲ͕ϵϲϰ͕ϳϯϳ ϯϬ͕ϭϬϯ͕ϴϵϱ

dŽƚĂů WƌŽũĞĐƚ

ϭϮϰ͕ϴϮϮ͕ϬϬϬ ;ϱϴ͕ϬϬϬ͕ϬϬϬͿ ;ϱ͕ϲϳϬ͕ϬϬϬͿ ;ϯ͕ϭϴϯ͕ϱϬϬͿ ;ϭϯ͕ϭϬϭ͕ϰϴϬͿ ϰϰ͕ϴϲϳ͕ϬϮϬ ϭϲϭ͕ϭϲϱ͕ϬϬϬ Ϯϴϱ͕ϵϴϳ͕ϬϬϬ

&ƌĂǌŝĞƌ &Ăƌŵ Ͳ WƌŽĨŝƚ Θ >ŽƐƐ ĞǀĞůŽƉŵĞŶƚ ƌĞǀĞŶƵĞ ŝƐ ƐŚŽǁŶ ŶĞƚ ŽĨ ƚŚĞ ĐŽƐƚ ŽĨ ƉƌŽĚƵĐŝŶŐ ƚŚĞ ůŽƚƐ͘

WƌŽĨŝƚ Θ >ŽƐƐ

ϮϬϮϱ

ϮϬϮϲ

ϮϬϮϳ

ϮϬϮϴ

ϮϬϮϵ

ϮϬϯϬ

ϮϬϯϭ

ϮϬϯϮ

ϮϬϯϯ

ϮϬϯϰ

ϮϬϯϱ

ϮϬϯϲ

ϮϬϯϳ

dŽƚĂů WƌŽũĞĐƚ

Z s Eh ,ŽŵĞ ^ĂůĞƐ ZĞǀĞŶƵĞ ĞǀĞůŽƉŵĞŶƚ ZĞǀĞŶƵĞ͕ ŶĞƚ ŽĨ ǁŚŝĐŚ͗ ƉƌŽũĞĐƚ ŵĂŶĂŐĞŵĞŶƚ ĨĞĞ Ăƚ Ψϭϱ͕ϬϬϬ ƉĞƌ ƵŶŝƚ dKd > Z s Eh

Ͳ Ͳ Ͳ Ͳ

Ͳ ;Ϯ͕ϴϰϵ͕ϬϱϮͿ Ͳ ;Ϯ͕ϴϰϵ͕ϬϱϮͿ

Ͳ ;ϰ͕ϯϬϱ͕ϬϬϬͿ Ͳ ;ϰ͕ϯϬϱ͕ϬϬϬͿ

ϰϯ͕ϵϮϮ͕ϴϱϳ ϭ͕Ϭϲϯ͕ϲϳϭ ;ϭ͕ϳϲϭ͕ϰϮϵͿ ϰϰ͕ϵϴϲ͕ϱϮϵ

Ϯϭ͕ϵϲϭ͕ϰϮϵ Ϯ͕ϲϴϰ͕ϯϯϲ ;ϴϴϬ͕ϳϭϰͿ Ϯϰ͕ϲϰϱ͕ϳϲϰ

Ͳ Ͳ Ͳ Ͳ

ϭϱϯ͕ϳϯϬ͕ϬϬϬ ;ϭ͕Ϯϳϴ͕ϳϬϮͿ ;ϲ͕ϭϲϱ͕ϬϬϬͿ ϭϱϮ͕ϰϱϭ͕Ϯϵϴ

yW E^ ^ >Žƚ ŽƐƚ sĞƌƚŝĐĂů ŽŶƐƚƌƵĐƚŝŽŶ ůŽƐŝŶŐ ŽƐƚƐ ,K ^ƚĂƌƚ &ĞĞƐ dKd > yW E^ ^

Ͳ Ͳ Ͳ Ͳ Ͳ

Ͳ ;ϭϬ͕ϵϴϬ͕ϬϬϬͿ Ͳ Ͳ ;ϭϬ͕ϵϴϬ͕ϬϬϬͿ

;ϳ͕ϱϬϬ͕ϬϬϬͿ ;Ϯϭ͕ϵϲϬ͕ϬϬϬͿ ;ϰ͕ϯϳϮ͕ϵϭϰͿ ;Ϯϱϲ͕ϴϬϬͿ ;ϯϰ͕Ϭϴϵ͕ϳϭϰͿ

;ϳ͕ϱϬϬ͕ϬϬϬͿ ;ϭϲ͕ϰϳϬ͕ϬϬϬͿ ;ϰ͕ϯϳϮ͕ϵϭϰͿ ;Ϯϱϲ͕ϴϬϬͿ ;Ϯϴ͕ϱϵϵ͕ϳϭϰͿ

;ϯ͕ϳϱϬ͕ϬϬϬͿ ;ϱ͕ϰϵϬ͕ϬϬϬͿ ;Ϯ͕ϭϴϲ͕ϰϱϳͿ ;ϭϮϴ͕ϰϬϬͿ ;ϭϭ͕ϱϱϰ͕ϴϱϳͿ

Ͳ Ͳ Ͳ Ͳ Ͳ

;Ϯϲ͕ϮϱϬ͕ϬϬϬͿ ;ϳϲ͕ϴϲϬ͕ϬϬϬͿ ;ϭϱ͕ϯϬϱ͕ϮϬϬͿ ;ϴϵϴ͕ϴϬϬͿ ;ϭϭϵ͕ϯϭϰ͕ϬϬϬͿ

;Ϯ͕ϴϰϵ͕ϬϱϮͿ

;ϭϱ͕Ϯϴϱ͕ϬϬϬͿ

ϭϬ͕ϴϵϲ͕ϴϭϰ

ϭϲ͕ϯϴϲ͕ϴϭϰ

ϭϯ͕ϬϵϬ͕ϵϬϳ

ϯϯ͕ϭϯϳ͕Ϯϵϴ Ϯϭ͘ϳй

;Ϯ͕ϴϰϵ͕ϬϱϮͿ

;ϭϴ͕ϭϯϰ͕ϬϱϮͿ

;ϳ͕Ϯϯϳ͕ϮϯϴͿ

ϯ͕ϲϱϵ͕ϱϳϳ

ϮϬ͕Ϭϰϲ͕ϯϵϭ

ϯϯ͕ϭϯϳ͕Ϯϵϴ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ

Ͳ Ͳ Ͳ Ͳ ;Ϯ͕ϴϰϵ͕ϬϱϮͿ ;Ϯ͕ϴϰϵ͕ϬϱϮͿ Ͳ Ͳ

Ͳ ;ϰ͕ϭϬϬ͕ϬϬϬͿ Ͳ ;ϮϬϱ͕ϬϬϬͿ Ͳ ;ϰ͕ϯϬϱ͕ϬϬϬͿ ;ϭϬ͕ϵϴϬ͕ϬϬϬͿ ;ϭϬ͕ϵϴϬ͕ϬϬϬͿ

ϳ͕ϱϬϬ͕ϬϬϬ ;ϰ͕ϭϬϬ͕ϬϬϬͿ ;ϯϱϮ͕ϮϴϲͿ ;ϮϮϮ͕ϲϭϰͿ Ͳ Ϯ͕ϴϮϱ͕ϭϬϬ ϵ͕ϴϯϯ͕ϭϰϯ ϭϳ͕ϯϯϯ͕ϭϰϯ

ϳ͕ϱϬϬ͕ϬϬϬ ;ϰ͕ϭϬϬ͕ϬϬϬͿ ;ϯϱϮ͕ϮϴϲͿ ;ϮϮϮ͕ϲϭϰͿ Ͳ Ϯ͕ϴϮϱ͕ϭϬϬ ϭϱ͕ϯϮϯ͕ϭϰϯ ϮϮ͕ϴϮϯ͕ϭϰϯ

ϯ͕ϳϱϬ͕ϬϬϬ Ͳ ;ϭϳϲ͕ϭϰϯͿ ;ϴ͕ϴϬϳͿ Ͳ ϯ͕ϱϲϱ͕ϬϱϬ ϭϬ͕ϰϬϲ͕ϱϳϭ ϭϰ͕ϭϱϲ͕ϱϳϭ

Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ Ͳ

Ϯϲ͕ϮϱϬ͕ϬϬϬ ;ϭϲ͕ϰϬϬ͕ϬϬϬͿ ;ϭ͕Ϯϯϯ͕ϬϬϬͿ ;ϴϴϭ͕ϲϱϬͿ ;Ϯ͕ϴϰϵ͕ϬϱϮͿ ϰ͕ϴϴϲ͕Ϯϵϴ ϯϰ͕ϰϭϲ͕ϬϬϬ ϲϬ͕ϲϲϲ͕ϬϬϬ

In Conclusion: The Opportunity Is Now Southern Virginia is not waiting for its future. It is being built right now. New industries, new investment and new jobs are creating an extraordinary opportunity—but economic growth cannot reach its full potential unless housing grows with it. The Road to Housing Act reinforces a powerful new reality: housing is not simply where economic growth ends. Housing is where economic growth begins. Innovative Home Solutions USA is prepared to help turn that opportunity into communities—creating attainable housing connected to jobs, childcare, education, healthcare, infrastructure and quality of life, and building places where people can come to Southern Virginia, build careers, raise families, create wealth and remain for generations. The region has already proven it can attract world-class investment. Now we must build the communities that will support it.

This is bigger than housing. This is workforce development. This is economic development. This is Southern Virginia’s future.

And the time to build it is now. Rick Byers, Builder/Developer 804 217 8367 rick.byers@innovativehomesolutionsusa.com

A division of Innovative Home Solutions USA Management, Inc.

OPERATING AGREEMENT OF INNOVATIVE HOME SOLUTIONS USA LLC

TABLE OF CONTENTS ARTICLE 1 ORGANIZATIONAL MATTERS 1.1 Continuation....................................................................................1 1.2 Name.................................................................................................1 1.3 Principal Place of Business Other Places of Business.............................................................1 1.4 Business Purpose..........................................................................1 1.5 Term...................................................................................................1 1.6 Manager’s Standard of Care......................................................2 ARTICLE 2 CAPITAL CONTRIBUTIONS; ACCOUNTS; MEMBERS 1.6 Manager’s Standard of Care.....................................................2 2.1 Capital Contributions.....................................................................2 2.2 Capital Accounts ..........................................................................3 2.3 Authorized Units.............................................................................3 2.4 Membership Capital.......................................................................4 2.5 Member Loans ................................................................................4 2.6 Liability of the Investor Members.............................................4 2.7 Investor Member Consents.........................................................4 2.8 Status Under the Uniform Commercial Code.......................4 ARTICLE 3 - DISTRIBUTIONS 3.1 Distributions Generally..............................................................5 3.2 Distributions....................................................................................5 3.3 Tax Liability Distributions........................................................5

3.4 Distributions Upon Liquidation..........................................5

3.5 Distributions in Kind.....................................................................5 3.6 Withholding.....................................................................................6

ARTICLE 4 - ALLOCATIONS OF NET INCOME & NET LOSSES 4.1 Allocation of Net Income and Net Losses..........................6 4.2 Regulatory Obligations..............................................................6 4.3 Tax Allocations............................................................................6 4.4 Other Provisions........................................................................7 ARTICLE 5 - OPERATIONS 5.1 Authority of the Manager..................................................7 & 8 5.2 No Investor Member Management......................................9 5.3 Permitted Activities..................................................................9 5.4 Valuations...................................................................................9 5.5 Manager’s Liability; Indemnification.................................10 5.6 Fees and Expenses................................................................11 ARTICLE 6 - ALLOCATIONS OF NET INCOME & NET LOSSES 6.1 Books and Records..................................................................11 6.2 Delivery of Records.................................................................11 6.3 Reports to the Members........................................................12 6.4 Meeting of the Members.......................................................12 6.5 Company Tax Elections; Tax Audits & Contests................12 6.6 Confidentiality of Company Subsidiary Information......13 ARTICLE 7 - TRANSFERS; ENCUMBRANCES OF MEMBERSHIP INTERESTS 7.1 Investor Member Transfers..................................................13 7.2 Manager Transfers.................................................................13 7.3 Manager Removal...................................................................13 7.4 Encumbrances.........................................................................14 7.5 Further Restrictions..............................................................14

7.6 Rights of Assignees.................................................................14 7.7 Admissions, Withdrawals and Removals.........................14 7.8 Admission of Assignees as Substitute Investor Members....................................................................14 7.9 Voluntary Redemption of Units............................................15 7.10 Participation and Co-Sale Rights..........................................15 7.11 Withdrawal of Certain Members..........................................15 ARTICLE 8 - DISSOLUTION; LIQUIDATION; TERMINATION OF THE COMPANY 8.1 Limitations...................................................................................15 8.2 Exclusive Causes.....................................................................15 8.3 Effect of Dissolution..............................................................15 8.4 Liquidation and Final Distribution Proceeds...................16 8.5 Restoration of Deficit Capital Account Balance................16 ARTICLE 9 - MISCELLANEOUS 9.1 Company Counsel.....................................................................16 9.2 Appointment of Manager as Attorney-in-Fact..............17 9.3 Addition of Investor Members; Amendments.................18 9.4 Accounting and Fiscal Year.................................................18 9.5 Entire Agreement.....................................................................18 9.6 Further Assurances................................................................18 9.7 Notices..........................................................................................18 9.8 Governing Law...........................................................................19 9.9 Binding Effect; No Third Party Beneficiaries......................19 9.10 Severability..................................................................................19 9.11 Confidentiality.............................................................................19 9.12 Counterparts.............................................................................20 9.13 Waivers........................................................................................20 9.14 Preservation of Intent.............................................................20

9.15 Certain Rules of Construction..............................................20 9.16 Jurisdiction.................................................................................20 9.17 No Recourse Against Member Affiliates............................20 ARTICLE 10 - DEFINITIONS SIGNATURE PAGE

OPERATING AGREEMENT OF INNOVATIVE HOME SOLUTIONS USA LLC

PAGE 1

The Operating Agreement (this “Agreement”) of INNOVATIVE HOME SOLUTIONS USA LLC, a Virginia limited liability company (the “Company”) is made as of September __, 2026, by and among the Company, Innovative Home Solutions USA Management Inc. (the “Manager”) and those other Persons (including Affiliates of the Manager) listed on Schedule A attached hereto and made a part hereof as Members.

RECITALS WHEREAS, the parties hereto desire to enter into this Agreement in order to set forth the terms and conditions under which the Company shall be managed; and WHEREAS, for purposes of this Agreement, capitalized terms not otherwise defined herein shall have the meanings set forth in Article 10. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1 - ORGANIZATIONAL MATTERS 1.1. Formation The Company was formed on September ___, 2026, pursuant to the provisions of the Act, upon the filing of a Articles of Organization with the Virginia State Corporation Commission. The rights, powers, duties, obligations, and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations, and liabilities of any Member are different because of any provision of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall control. 1.2. Name The name of the Company is “Innovative Home Solutions USA LLC.” The Company may also conduct business under one or more fictitious names if the Manager determines that it is in the best interests of the Company to do so. The Manager may change the name of the Company from time to time, without the consent of any other Members. The Manager shall notify the Investor Members in the event that (i) the Company conducts business under a fictitious name or (ii) the Manager changes the name of the Company. 1.3. Principal Place of Business; Other Places of Business The principal place of business of the Company is located at 424 Memorial Drive, Unit 226, Danville, Virginia 24541, or such other place within or outside the Commonwealth of Virginia, as the Manager may from time to time designate, provided that the Manager shall promptly give written notice of any change to the Investor Members. The Company may maintain offices and places of business at such other place or places within the United States as the Manager deems advisable. 1.4. Business Purpose The Company may engage in any lawful business purpose or activity for which a limited liability company may be organized under the Act, including acting as a holding company for one or more Subsidiaries engaged in the acquisition, ownership, development, construction and sale of residential and related real estate. The Company shall have all the powers of a limited liability company organized under the Act and not otherwise restricted by the Articles or this Agreement. 1.5. Term The existence of the Company commenced on the date that the Articles of Organization were filed with the Virginia State Corporation Commission, and shall continue until the Company is dissolved and terminated in accordance with Article 8. 1.6. Manager’s Standard of Care Whenever in this Agreement the Manager is permitted or required to make a decision (a) in its “discretion,” as it “determines,” or under a grant of similar authority or latitude, the Manager shall be entitled to consider such interests and factors as it desires, including its own interests and the interests of its Affiliates, and the Manager shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in its “good faith” or under another express standard, the Manager shall act under such express standard and shall not be subject to any other or different standard imposed

PAGE 2 by this Agreement or other applicable law. Subject to Section 5.5 and to the extent permitted by the Act, the Manager, the Principals and their Affiliates shall not owe any fiduciary duties of any kind whatsoever to the Company or any of the Members, including without limitation the duties of due care and loyalty, and whether established by contract, under common law, at equity or legislatively defined. It is the intention of the Members that any such fiduciary duties be affirmatively eliminated to the maximum extent permitted by the Act, and the Company and the Members hereby waive any rights with respect to such fiduciary duties.

ARTICLE 2 - UNITS; CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; MEMBERS 2.1. Capital Contributions 2.1.1. Each Investor Member, in exchange for its Units, shall make a Capital Contribution to the Company in the amounts set forth in any Subscription Agreement between the Investor Member and the Company. It shall be a condition to the Manager’s acceptance of any Subscription Agreement on the Closing Date that the aggregate Capital Contributions of all Investor Members being admitted to the Company shall equal at least the Minimum Offering Amount. Schedule A shall be amended from time to time by the Manager to reflect the admission of Substitute Investor Members pursuant to Section 7.8, as well as to reflect any changes in the Members’ Units or Capital Contributions pursuant to the terms of this Agreement. Each party hereto acknowledges and agrees that upon the written acceptance of a Person’s Subscription Agreement by the Manager or, in the case of the admission of the Manager, the consent of the Manager to the admission of such Person as a Member, such Person shall be admitted to the Company as an Investor Member. Each party hereto acknowledges and agrees that a Person shall be admitted as a Substitute Investor Member only upon (i) approval of the Manager, (ii) such Person’s satisfaction of all conditions to admission set forth in Section 2.3 or Section 7.8, as applicable, and (iii) the execution and delivery by or on behalf of such Person of a Subscription Agreement (the execution of a Subscription Agreement to be deemed to constitute execution of a counterpart signature page to this Agreement by such Person). 2.1.2 Except as otherwise required by law, at no time shall a Member be required to make any Capital Contributions to the Company in excess of the Capital Contribution set forth in its Subscription Agreement. 2.1.3. The cumulative Capital Contribution made to the Company by each Member at any given point in time during the term of the Company shall be set forth in the Company’s books and records. 2.1.4. The Manager may in its sole and absolute discretion utilize all or any portions of the Capital Contributions for the payment of the aggregate Organizational Expenses, making any investment in or relating to the Properties or a Company Subsidiary, payment of any Company Expenses (including, without limitation, any indemnification obligations under Section 5.5, the principal and/or interest due under any indebtedness of the Company or any Company Subsidiary and other liabilities), and payment of any amounts in connection with the acquisition, financing, repair, maintenance, lease or operation of the Properties, and the establishment of any reserve permitted under this Agreement). 2.1.5. An Investor Member’s Capital Contribution shall be made in the form and amount stated in the Subscription Agreement between the Company and such Investor Member. 2.2. Capital Accounts. A Capital Account shall be established and maintained for each Member in accordance with the terms of this Agreement. 2.3 Authorized Units. 2.3.1 General. The Membership Interests in the Company shall be expressed in terms of, and represented by, Units of different Classes. As of the date hereof, the aggregate number of Units of all Classes that the Company shall have authority to issue shall be _____ (____). Of the authorized Units, _____ (____) Units shall be designated as “Common Units” (of which _____ (___) Common Units are reserved as the employee pool for issuance to employees and service providers), and One Hundred Fifty (150) Units shall be designated as Class A Preferred Units (“Preferred Units”). The Preferred Units are being offered at a purchase price of $200,000 per Unit, for aggregate gross proceeds of up to $30,000,000. No closing of the offering of Preferred Units shall occur unless and until the Company has received binding subscriptions for, and is prepared to accept subscriptions resulting in, aggregate gross proceeds of at least $4,000,000 (the “Minimum Offering Amount”). It is intended that, upon completion of the offering of Preferred Units, the equity interests in the Company will be held approximately forty percent (40%) by the Investor Members, fifty percent (50%) by the Manager’s affiliates (through Common Units), and ten percent (10%) by the holders of the Profits Interest Units. [Unit counts and the $200,000 per-Unit price reflect the current working assumption based on an offering of 150 Class A Preferred Units for an aggregate raise of $30,000,000 and the 40/50/10 ownership split; confirm prior to use.]

PAGE 3 2.3.2 Profits Interest Units. The Manager may issue “Profits Interest Units” to employees and service providers. As of the Effective Date, the number of authorized Profits Interest Units shall equal ___ Profits Interest Units. Any Profits Interest Units issued pursuant to this Section 2.3.2 shall have no voting rights whatsoever. With respect to distributions, the Profits Interest Units shall include limitations on the distribution entitlements of such Profits Interest Units imposed to cause such Profits Interest Units to qualify as “profits interests” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43, Internal Revenue Service Notice 2005-43, or any future Internal Revenue Service guidance, including by establishing a “threshold amount” (the “Threshold Amount”) of cumulative distributions that must be made pursuant to Section ____ before such Profits Interest Units may receive any Distributions. The Threshold Amount for any Profits Interests Units issued in connection with this Agreement shall be set forth in the applicable grant document. 2.3.3 Minimum Closing Condition. The Company shall not issue any Preferred Units, admit any Preferred Member, or accept any Capital Contribution in respect of the Preferred Units unless the minimum closing condition set forth in Section 2.3.1 has been satisfied. If the minimum closing condition is not satisfied by such outside date as the Manager may establish in the applicable subscription materials, the Company shall return any subscription funds previously received from prospective purchasers, without interest and without deduction, unless otherwise agreed in writing by the applicable subscriber. 2.3.4 Distributions and Voting. The holders of the Units shall have the right to Distributions, whether during the Company’s operations or upon liquidation, and the other economic rights and entitlements set forth elsewhere in this Agreement. With respect to voting, the Members shall have no voting rights; provided that the Members shall have the limited right to vote on the matters and in the manner set forth in Article IV and Sections 5.1 and 5.4.4 hereof, but shall have no other rights to participate in the management of the Company as Members. 2.4 Member Capital. Except as otherwise provided in this Agreement, (a) no Member shall demand or be entitled to receive a return of or interest on its Capital Contributions or Capital Account, (b) no Member shall withdraw any portion of its Capital Contributions or receive any distributions from the Company as a return of capital on account of such Capital Contributions, and (c) the Company shall not redeem the Unitsof any Member. 2.5 Member Loans. No Member shall be required to make any loans or otherwise lend any funds to the Company. With the consent of the Manager, a Member (including without limitation the Manager, or any of its Affiliates) shall be permitted (but not required) to make loans to, act as surety or endorser for, assume one or more specific obligations of, pledge collateral for, or enter into other similar credit, guarantee, financing or refinancing arrangements with the Company or any Company Subsidiary, for any purpose (including, without limitation, in connection with any investment in or related to the Properties), provided that such loans are (a) at a rate of interest no greater than the maximum interest rate permitted under applicable law and not materially greater than the rate that would be charged for a similar loan from an unaffiliated party, and (b) on terms no less favorable to the Company than would be available in a transaction with an unaffiliated party. Loans made by any Member to the Company (or the failure to make any loans to the Company) shall not have any effect on such Member’s Percentage Interest, such loans representing a debt of the Company payable or collectible solely from the assets of the Company in accordance with the terms and conditions upon which such loans were made. 2.6 Liability of the Investor Members. Notwithstanding anything to the contrary contained in this Agreement and except as otherwise required by law (including, without limitation, Section 18-607 of the Act), the liability of each Investor Member to the Company (in its capacity as an Investor Member) shall in no event exceed the amount of such Investor Member’s Capital Contributions. No Investor Member, in its capacity as such, shall owe any fiduciary duty to the Company or to any other Member, provided that the foregoing shall not limit an Investor Member’s implied covenant of good faith and fair dealing. The Members further acknowledge and agree that any Investor Member (and any Affiliate thereof) may lend money to, act as trustee under indentures of, own equity interests in, and engage generally in any kind of business with any Person (subject to the Act and the terms contained elsewhere in this Agreement), without any duty to account therefore to the Company or any other Member. 2.7 Investor Member Consents. When the approval or consent of Investor Members is required pursuant to this Agreement, if an Investor Member does not indicate in writing its approval or disapproval to the Manager within twenty (20) Business Days (or a later date specified by the Manager) after a request seeking such approval or consent has been sent by the Manager to such Investor Member, such Investor Member shall be deemed to have given its affirmative approval or consent without any further action. 2.8 Status Under the Uniform Commercial Code. The Members’ Units in the Company shall be securities governed by Article 8 of the Uniform Commercial Code as in effect from time to time in the Commonwealth of Virginia. The Units are not and shall not be evidenced by certificates. The Company is not authorized nor obligated to issue certificated Units.

ARTICLE 3 - DISTRIBUTIONS

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3.1 Distributions Generally. Except as otherwise provided in Article 8 hereof, the Manager shall, at such times and with such frequency as the Manager may determine in its sole discretion, cause the Company to make distributions of Cash Available for Distribution to the Members pursuant to Section 3.2 and Section 3.3. Notwithstanding anything to the contrary contained in this Agreement, the Company, and the Manager on behalf of the Company, shall not be required to make a distribution to any Member on account of its interest in the Company if such distribution would violate the Act or other applicable law or result in a breach or default by the Company of any obligation, term or covenant under any agreement governing any indebtedness of the Company or any Company Subsidiary. 3.2 Distributions. The Company shall make Distributions of Cash Flow (if any) to the holders of the Units as follows: (a) First, one hundred percent (100%) to the Preferred Members, pro rata in proportion to each Preferred Member’s Unrecovered Equity, until the Preferred Members have received aggregate distributions equal to a cumulative, non-compounded return of eight percent (8.0%) per annum on their Unrecovered Equity (the “Preferred Return”); (b) Second, eighty percent (80%) to the Preferred Members (pro rata in proportion to Unrecovered Equity) and twenty percent (20%) to the Common Members (pro rata in proportion to Common Units), until each Preferred Member’s Unrecovered Equity is reduced to zero (i.e., until the Preferred Members have received aggregate distributions equal to one hundred percent (100%) of their Capital Contributions); and (c) Thereafter, fifty percent (50%) to the Common Members, as a class, in proportion to each Common Member’s relative ownership of Common Units, and fifty percent (50%) to the Preferred Members, as a class, in proportion to each Preferred Member’s relative ownership of Preferred Units. Distributions other than distributions made in accordance with Section 3.3 or Section 3.4 shall be made to the Members in accordance with this Section 3.2 and without duplication or any Preferred Return, Capital Contribution or other amount being accrued or paid more than one time or under more than one provision of this Agreement. (i) distributed (A) eighty percent (80%) to the Investor Members and (B) twenty percent (20%) to the Manager. No amount shall be distributed with respect to any Profits Interest Unit under this Section 6.05 until the Company has made total distributions to the Members holding Common Units in an aggregate amount equal to the Threshold Amount. The holder of a Profits Interest Unit is entitled to share in distributions with respect to each Profits Interest Unit only after the Threshold Amount has been reduced to zero. 3.3 Tax Liability Distributions. Prior to the distribution of cash, if any, pursuant to Section 3.2, the Company may, at the election of the Manager, in its sole discretion, make a cash distribution to the Members in amounts intended to enable each of the Members to discharge its United States federal, state and local income tax liabilities arising from the allocations made pursuant to Article 4, but only to the extent provided in this Section 3.3, and in each case net of any cash distributions otherwise made to such Member in respect of such allocations (a “Tax Liability Distribution”). The amount of any such Tax Liability Distribution for each Member shall not exceed the product of (a) the maximum combined United States and the highest relevant state and local tax rates applicable to such Member on the various types of income (e.g., ordinary income, “qualified dividend income,” net short-term capital gain or net long-term capital gain, as applicable), and taking into account the deductibility of state and local income taxes for United States federal income tax purposes and the character of the income in question and the holding period of any asset disposed of, and (b) the excess of the amount of income so allocated to such Member over any Net Losses previously allocated to such Member and not previously taken into account under this Section 3.3. Any Tax Liability Distributions shall reduce the amount of the next distribution(s) that such Member would otherwise receive pursuant to Sections 3.2, 3.4 or Article 8. 3.4 Distributions Upon Liquidation. Distributions made in conjunction with the dissolution and liquidation of the Company shall be applied or distributed as provided in Article 8 hereof. 3.5 Distribution in Kind. No Member has the right to demand and receive property other than cash from the Company. The Manager may, in its sole discretion, make distributions in kind of securities or other property, either pursuant to this Article 3 or in connection with the liquidation of the Company in accordance with Section 8.4. Any in-kind distributions shall be made in such a fashion as to ensure that the Fair Value is distributed and allocated in accordance with this Article 3 and Article 4 (as applicable) and that each Member receives an amount not greater than its pro rata share of such in-kind distributions (except as otherwise provided in this Agreement).

3.6 Withholding.

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3.7.1 The Company may withhold distributions or portions thereof if it is required to do so by any applicable governmental rule or regulation or by law. Each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local or foreign taxes that the Manager determines that the Company is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement. Any amounts so withheld or paid on behalf of or with respect to a Member pursuant to this Section 3.6 shall be deemed to have been distributed to such Member. To the extent that the cumulative amount of such withholding for any period exceeds the distributions to which such Member is entitled for such period, the amount of such excess shall be considered a loan from the Company to such Member, with interest at the Prime Rate plus four percent (4%) (provided, however, that any income derived from such deemed loan shall not be allocated to or distributed to the Member requiring such loan) until discharged by such Member by repayment, which repayment may, at the option of the Manager, be satisfied (a) out of distributions to which such Member would otherwise be subsequently entitled or (b) by the immediate payment in cash to the Company of such excess amount. The Manager, on behalf of the Company, shall be entitled to take any other action it determines to be necessary or appropriate in connection with any obligation or possible obligation to impose withholding pursuant to any tax law or to pay any tax with respect to a Member. Unless prohibited by applicable law, each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member’s Units to secure such Member’s obligation to pay to the Company any amounts required to be paid pursuant to this Section 3.6. Each Member shall take such actions as the Company shall request in order to perfect or enforce the security interest created hereunder. Each Member’s obligations hereunder shall survive the dissolution, liquidation or winding up of the Company or the transfer of its Units. 3.7.2 If any tax assessment or other governmental charge is withheld or deducted from any amount payable to the Company, the amount so deducted or withheld will be treated for purposes of this Agreement as a Company Expense; provided that to the extent such amount is withheld or deducted by reason of the status of some Members (the “Affected Members”) but not all Members, the related Company Expense shall (a) without duplication of any withholding deemed distributed pursuant to Section 3.7.1, reduce the amount of Cash Available for Distribution distributed to such Affected Members pursuant to Section 3.2 and (b) without duplication, reduce the amount of Net Income (or increase the amount of Net Loss) allocated to such Affected Members pursuant to Section 4.1.2.

ARTICLE 4 - ALLOCATIONS OF NET INCOME AND NET LOSSES 4.1 Allocation of Net Income and Net Losses. 4.1.1 Net Income and Net Losses and items thereof shall be determined and allocated with respect to each Fiscal Year of the Company as of the end of such Fiscal Year and at any time the Gross Asset Values of Company Assets are adjusted pursuant to clause (b) or clause (c) of the definition thereof, and more often as required hereby or by the Code. 4.1.2 Subject to Section 3.6.2 and the other provisions of this Article 4, Net Income and Net Loss for any Fiscal Year or other period shall be allocated in a manner such that the Capital Account balances of each of the Members shall be equal to (A) the amount that each Member would have been entitled to receive pursuant to Section 3.2 if the Company were liquidated at such time and liquidating distributions were governed by Section 3.2 rather than Section 8.4(c), assuming that all Company Assets were sold for cash equal to their respective Gross Asset Values and all Company liabilities were satisfied (limited with respect to each Nonrecourse Liability to the Gross Asset Value of the Company Assets securing such liability), minus (B) such Member’s share of Company Minimum Gain and Member Minimum Gain, computed immediately before the hypothetical sale of Company Assets. 4.2 Regulatory Allocations. Notwithstanding the foregoing provisions of this Article 4, the following special allocations shall be made in the following order of priority: 4.2.1 Company Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2). This Section 4.2.1 is intended to comply with the minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

PAGE 6 4.2.2 Member Minimum Gain Chargeback. If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(i)(3). This Section 4.2.2 is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 4.2.3 Qualified Income Offset. If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate their respective Adjusted Capital Account Deficits as quickly as possible. It is intended that this Section 4.2.3 qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). 4.2.4 Limitation on Allocation of Net Loss. If the allocation of Net Losses to a Member as provided in Section 4.1 hereof would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Net Losses as will not create or increase an Adjusted Capital Account Deficit. The Net Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to the limitations of this Section 4.2.4. 4.2.5 Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Membership Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to which such distribution was made in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 4.2.6 Nonrecourse Deductions and Member Nonrecourse Deductions. The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in proportion to their Percentage Interests. The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Treasury Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. 4.2.7 Curative Allocation. The allocations set forth in Sections 4.2.1, 4.2.2, 4.2.3, 4.2.4, and 4.2.6 hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2(i). Notwithstanding the provisions of Section 4.1.2, the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. 4.3 Tax Allocations. 4.3.1 Except as provided in Section 4.3.2 hereof, for income tax purposes under the Code and the Treasury Regulations, each Company item of income, gain, loss and deduction shall be allocated among the Members in the same manner as the Company’s correlative item of “book” income, gain, loss or deduction is allocated pursuant to this Article 4. 4.3.1 Except as provided in Section 4.3.2 hereof, for income tax purposes under the Code and the Treasury Regulations, each Company item of income, gain, loss and deduction shall be allocated among the Members in the same manner as the Company’s correlative item of “book” income, gain, loss or deduction is allocated pursuant to this Article 4. 4.3.2 Tax items with respect to a Company Asset that is contributed to the Company with a Gross Asset Value that varies from its basis in the hands of the contributing Member immediately preceding the date of contribution shall be allocated among the Members for income tax purposes pursuant to Treasury

PAGE 7 Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Company shall account for such variation under any method approved under Code Section 704(c) and the applicable Treasury Regulations as chosen by the Manager. If the Gross Asset Value of any Company Asset is adjusted subsequent to its contribution pursuant to the definition of “Gross Asset Value,” subsequent allocations of income, gain, loss and deduction with respect to such Company Asset shall take account of any variation between the adjusted basis of such Company Asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations promulgated thereunder using any method approved under Code Section 704(c) and the applicable Treasury Regulations as chosen by the Manager. Allocations pursuant to this Section 4.3.2 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Losses and any other items or distributions pursuant to any provision of this Agreement. 4.4 Other Provisions. 4.4.1 For any Fiscal Year during which any part of a Member’s Units are transferred among the Members or to another Person, the portion of the Net Income, Net Losses and other items of income, gain, loss, deduction and credit that are allocable with respect to such part of Units shall be apportioned between the transferor and the transferee under any method allowed pursuant to Section 706 of the Code and the applicable Treasury Regulations as determined by the Manager. 4.4.2 For purposes of determining a Member’s proportional share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulations Section 1.752-3(a)(3), each Member’s interest in income and gain shall be such Member’s Percentage Interest. 4.4.3 Notwithstanding any inconsistent provisions of Section 4.1, any deductions attributable to the Management Fees shall be allocated solely to the Investor Members.

ARTICLE 5 - OPERATIONS 5.1 Authority of the Manager. 5.1.1 General. The management, control, operation and policies of the Company shall be vested exclusively in the Manager (including its duly appointed agents), and the Manager shall have the power by itself (or through such agents) and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company and to perform all acts (including the payment of Company obligations) and enter into and perform all contracts and other undertakings, consistent with the provisions of this Agreement, that it may in its sole discretion deem necessary or advisable or incidental thereto. The Company, and the Manager on behalf of the Company, may enter into and perform the Subscription Agreements and, subject to Section 9.3.2 and the other terms of this Agreement, any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Member, notwithstanding any other provision of this Agreement. The Manager is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Company, but such authorization shall not be deemed a restriction on the power of the Manager to enter into other documents on behalf of the Company. 5.1.2 Specific Authority. Without in any way limiting the aforementioned, the Manager, on behalf of the Company, shall have the right, in its sole and absolute discretion, to, or cause the Company to, as applicable: (a) take all actions necessary to fulfill the Company’s purpose and objectives set forth in this Agreement; (b) identify, analyze, acquire, develop, lease, construct, hold, operate, manage, own, sell and dispose of the Properties and individual portions of the Properties; (c) sell all or substantially all of the Company Assets; (d) enter into, execute, amend and deliver any and all contracts, agreements or other instruments, including any Subscription Agreements, construction, property management, administrative services or other agreements related to the acquisition, development, construction, management or operation of the Properties or any portion thereof and Company Subsidiary (with Affiliates of the Manager or other Persons), and loan or credit facility agreements (and cause any Company Subsidiary to enter into any loan or credit facility agreement), as the Manager determines consistent with the Company’s purposes, and admit initial and additional Members and permit any existing Member to increase its Capital Contribution and determine the timing and amount of distributions to

PAGE 8

Members to the extent consistent with the terms of this Agreement; (e) open, maintain and close bank, brokerage and money market accounts and draw checks or other orders for the payment of moneys, and cause the Company or any Company Subsidiary to borrow money for any Company purpose, to guarantee, and/or pledge any Company or Company Subsidiary assets as collateral for, any loan to the Company or any Company Subsidiary; (f) solicit proxies or consents in connection with any member or stockholder vote of any Company Subsidiary, and exercise any and all voting or other rights related to any securities (which rights shall include, without limitation, to the extent applicable, the declaration of dividends or distributions or other payments, the exercise of any options, warrants or other conversion features of such securities, the selection or exercise of such rights through selecting members of (i) the board of directors, (ii) any manager(s) or Manager(s) or (iii) management or advisory groups, in each case of any Company Subsidiary (which members may include, without limitation, Members or Affiliates of any Member); (g) lease, sell, refinance, securitize, pledge, grant a security interest in, encumber or otherwise dispose of all or any portion of the Company’s or any Company Subsidiary’s assets and investments in connection with the Properties, including, without limitation, to take any or all of such actions with respect to, and to collaterally assign, the Company’s right to receive Capital Contributions hereunder, and the Company’s direct and indirect ownership interest in any Company Subsidiary; (h) loan funds to, or enter into other similar credit, guarantee, financing or refinancing arrangements for any purpose concerning the Properties; (i) (1) provide investment and property management and administrative support and to perform such other acts as shall be approved by the Manager and (2) arrange for any one or more of third parties or any Affiliate of the Manager to enter into one or more management or administrative services agreements to render management and operational assistance and administrative services to any Company Subsidiary; provided that the management and the conduct of the activities of the Company shall remain the sole responsibility of the Manager and all final decisions relating to the selection and disposition of the Company’s investments in or relating to the Properties shall be made exclusively by the Manager in accordance with this Agreement; and, provided, further, that any management or administrative services fees paid to any Affiliate of the Manager in consideration of Properties, property and related Company Subsidiary management services shall be determined from time to time based upon rates and factors that the Manager determines, in good faith from time to time, to be fair and reasonable to the Company and comparable to such fees, rates and factors used to determine similar fees payable to non-affiliated third party service providers in the industry in which the Company operates; (j) hire attorneys, accountants, appraisers, architects, contractors, engineers, investment bankers, brokers and such other agents, independent contractors and employees for the Company as it may deem necessary or advisable, and authorize any such Persons to act for and on behalf of the Company or any Company Subsidiary, and purchase director’s and officer’s insurance, errors and omissions liability insurance and any other standard or customary insurance as the Manager deems appropriate; (k) pay any and all fees and make any and all expenditures, liabilities, obligations or distributions, subject to any caps on such fees and expenditures set forth in this Agreement, which the Manager, in its sole discretion, deems necessary or appropriate in connection with the organization of the Company, the offering and sale of Units and the management of the affairs of the Company and any Company Subsidiary; (l) create reasonable reserves and withdraw funds therefrom; (m) exercise all powers and authority granted by the Act to managers, except as otherwise provided in this Agreement; (n) cause to be organized, or assist in organizing, any corporation, partnership, trust, limited liability company, association or other organization or entity under the laws of any jurisdiction for a purpose or purposes relating to the Properties, cause any such organization or entity to make, acquire, hold and/or manage any investment in or relating to the Properties or portion thereof which would otherwise be made, acquired, held and/or managed by the Company and to exercise any and all rights of the Company as the holder of any membership interest, capital stock or other interest of any kind in any such organization or entity; (o) control all other aspects of the business or operations of the Company (including, without limitation, with respect to any Company Subsidiaries and i nvestments in or relating to the Properties) that the Manager elects to so control; (p)enter into purchase and sale and loan, note purchase, line of credit and other financing agreements on behalf of the Company or any Company Subsidiary, to make or dispose of or finance or refinance Company Subsidiaries or investments in or relating to the Properties, which agreements may include such terms, conditions, representations, warranties, covenants, indemnities and guaranties as the Manager deems necessary or advisable, and in connection therewith, determine the fair market value of any investments in or relating to the Properties; (q) institute, and settle or compromise, suits, administrative proceedings and other similar matters and confess a judgment against the Company; (r) make tax elections and cause to be paid any and all taxes, charges and assessments that may be levied, assessed or imposed upon any Company Assets; (s) make or cause to be made any filing with or disclosure to any governmental or public official required by law, regulation or order, on behalf of

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the Company or any Company Subsidiary, and to seek and obtain from any Investor Member any information necessary for that purpose; and (t) make and perform such other agreements and undertakings as may be necessary or advisable to the carrying out of any of the foregoing or any powers, objects or purposes of the Company.

5.1.3 Actions to Protect Value. The Manager shall have the authority to take any and all actions it deems necessary or advisable in its sole discretion to preserve and protect the value of Company Assets, including without limitation, on behalf of the Company or any Company Subsidiary, borrowing money, guarantying or pledging Company Assets or Company Subsidiary assets to secure the indebtedness of the Company or any Company Subsidiary, and receiving and remitting Capital Contributions toward the payment of Company or Company Subsidiary obligations or indebtedness. 5.2 No Investor Member Management. 5.2.1 General. No Investor Member, in its capacity as such, shall participate in the management of the Company or have any control over the Company business or have any right or authority to act for or to bind the Company. 5.2.2 Manager as Investor Member. The Manager or any Affiliate thereof shall also be an Investor Member to the extent that it purchases or becomes a transferee of all or any part of the Preferred Units of an Investor Member, and to such extent shall be treated as an Investor Member in all respects, provided that (a) the Manager shall conduct the business of the Company only in its capacity as Manager and (b) notwithstanding anything to the contrary in this Agreement, any Preferred Units of an Investor Member held by the Manager or any of its Affiliates shall not be included for the purpose of calculating any voting or consent percentage of the Investor Members set forth in this Agreement. 5.3 Permitted Activities. Notwithstanding any duty otherwise existing at law or in equity, and except as otherwise expressly provided herein: (a) Each Investor Member acknowledges its understanding and agreement that the Principals, the Manager, and their respective Affiliates may currently own and operate real estate projects separate from the Properties and the Company’s other investments and in which the Company has and will have no interest nor right to participate, that the Principals, the Manager, and such Affiliates will pursue, evaluate and make investments in, and own, operate, manage and sell other real estate projects for their own account and for the account of Persons other than the Company, that such projects may be competitive with or otherwise within the Company’s investment strategy, guidelines and focus, and that none of the Principals, the Manager, and such Affiliates will have any obligation whatsoever to make any such projects or investment opportunities available to the Company; (b) Affiliates of the Manager, and the Principals and their respective partners, directors, managers, officers, shareholders, members and employees shall not be precluded from engaging directly or indirectly in any other business or other activity, including, but not limited to, investing in or acquiring, owning, operating, managing and selling investments or businesses that are similar to, the same as or competitive with the Properties, exercising investment and management responsibility and buying, selling, or otherwise dealing with securities or investments for their own accounts, for the accounts of Affiliates of the Manager, and for the accounts of other Persons; (c) Affiliates of the Manager and their respective partners, directors, managers, officers, shareholders, members and employees shall have no obligation to purchase or sell for the Company any investment which Affiliates of the Manager may purchase or sell, or recommend for purchase or sale, for its or their own accounts, or for the account of any other company or other Person; (d) neither the Company nor any Investor Member shall have any rights of first refusal or first opportunity, co-investment or other rights, or any claim of any corporate or business opportunity, breach of fiduciary duty or otherwise, in respect of the investments of other accounts or investment vehicles promoted, owned and/or managed by the Principals, the Manager, and their Affiliates or in any fees, profits or other income earned or otherwise derived therefrom; (e) no Investor Member shall, solely by reason of being an Investor Member in the Company, have any right to participate in any manner in any profits or income earned or derived by or accruing to the Manager, any of their Affiliates or their respective partners, directors, managers, officers, shareholders, members or employees from any investment or the conduct of any business or from any transaction in securities effected by the Manager, any of its Affiliates or their respective Members, directors, officers, shareholders or employees for any account other than that of the Company; and (f) in order to facilitate an investment, the Manager may cause the Company to participate with one or more Persons (including but not limited to one or more Members or their Affiliates) in such investment. 5.4 Valuation. The determination of fair value (the “Fair Value”) of any investment or of any other Company Asset shall be made in good faith by the Manager as and when necessary or appropriate. In determining the Fair Value of any investment or of any other Company Asset, the Manager shall apply the following:

PAGE 10 5.4.1 All property will be valued as determined in good faith and in accordance with U.S. Generally Accepted Accounting Principles by the Manager, after considering all relevant factors, information and data deemed by it to be pertinent. 5.4.2 Whenever required or permitted to value the Company Assets, the Manager may obtain and may rely on information provided by any source or sources reasonably believed to be accurate in determining the value of property in accordance with the provisions of this Section 5.4. 5.5 Manager’s Liability; Indemnification. 5.5.1 None of the Manager, the Principals, their respective Affiliates, and the officers, managers, members, directors, shareholders, principals, employees, partner or agents of any of the foregoing, shall be liable, responsible or accountable, whether directly or indirectly, in contract or tort, or for breach of any fiduciary or other duty, or otherwise, to the Company or to a Member for any losses sustained, claims made or liabilities incurred as a result of, arising out of or in connection with any act or omission taken or suffered by the Manager or any such other Person, including without limitation any activities which might involve a conflict of interest or in which the Manager or any such other Person realizes a profit or has an interest, except for losses, claims or liabilities resulting from acts or omissions by the Manager or any such other Person which constitute Malfeasance. For the avoidance of doubt, no action or omission involving a conflict of interest or from which the Manager or any such other Person realizes a profit or in which any of them has an interest shall constitute, per se, Malfeasance. 5.5.2 The Manager shall not be liable to the Company or any other Member for any action taken by any other Member, nor shall the Manager (in the absence of Malfeasance by the Manager) be liable to the Company or any other Member for any action of any agent of the Company selected and retained or supervised with reasonable care. 5.5.3 The Company shall indemnify and hold harmless, and the other Members shall release, the Manager, the Principals, their then current and any former Affiliates and subsidiaries, and all officers, directors, employees, Members, members, shareholders and agents of any of the foregoing (each, an “Indemnitee”) to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, reasonable expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts, of any nature whatsoever, known or unknown, liquid or illiquid (collectively, “Liabilities”) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative (collectively, “Actions”), in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company (including, specifically but without limitation on the generality of the foregoing, any act or omission of the Manager in its capacity as Tax Matters Member or liquidating trustee of the Company), if the Indemnitee’s conduct did not constitute Malfeasance; provided that no indemnification shall be made under this Section 5.5 that relates to disputes among principals, partners, members, managers, stockholders, directors, officers or employees of the Manager. Notwithstanding the prior provisions of this Section 5.5.3, a Company Subsidiary shall have no rights to indemnity under this Section 5.5.3 even if it is an Affiliate of the Company nor shall it be a third party beneficiary with respect to the indemnification provisions contained herein, provided that the Company shall not be prohibited from providing indemnities to a Company Subsidiary. The Company shall use reasonable efforts to ensure that each Company Subsidiary for which an Indemnitee serves as an officer, manager or director obtains director and officer insurance, in each case in an amount deemed to be reasonable by the Company in the Manager’s good faith determination. 5.5.4 Expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 5.5 shall be advanced by the Company, prior to the final disposition of such claim, demand, action, suit, or proceeding, upon receipt by the Company of a written commitment by or on behalf of the Indemnitee to repay such amount if it shall be determined by a judgment entered by any court of competent jurisdiction that such Indemnitee acted in a manner contrary to Section 5.5.3, as applicable. 5.5.5 The Manager may, in its sole discretion, acquire on behalf of the Company an insurance policy to insure against liabilities of the type indemnified against in Section 5.5.3. The cost of such policy shall be a Company Expense. Each Indemnitee shall use its commercially reasonable efforts to pursue, before or concurrently while seeking indemnification, any insurance or indemnity claims it may have against third parties with respect to the expenses incurred in defending any claim, demand, action, suit or proceeding subject to this Section 5.5, provided that no such claims, nor any efforts or obligation hereunder, shall delay the availability of the advances provided in Section 5.5.4 and, provided further that the Company shall be entitled to receive any insurance proceeds or indemnification payments to the extent of the payments or advancements it has made pursuant to this Section 5.5 prior to any such insurance proceeds or indemnification payments being paid to an Indemnitee.

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5.5.6 The provisions of this Section 5.5 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Person, except as otherwise provided in Section 5.5.7. 5.5.7 To the extent that, at law or in equity, the Manager has duties (including fiduciary duties) and liabilities relating to the Company or to another Investor Member, the Manager acting under this Agreement will not be liable to the Company or to any such Investor Member for actions or omissions to act suffered or taken in good faith reliance on the provisions of this Agreement, so long as the action or omission does not constitute Malfeasance. The provisions of this Agreement, to the extent that they expand, restrict or eliminate the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Members to modify to that extent such duties and liabilities of the Manager.

5.5.8 The Manager may consult with legal counsel and accountants, and any act or omission suffered or taken by the Manager on behalf of the Company in furtherance of the interests of the Company in good faith in reasonable reliance upon and in accordance with the advice of such counsel or accountants will be deemed to be fully justified; the Manager will be fully protected (and not liable to the Company or any Member) in so acting or omitting to act so long as the Manager used reasonable care in retaining such counsel or accountants. 5.5.9 The right of any Indemnitee to the indemnification provided in this Section 5.5 shall be cumulative of, and in addition to, any rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnitee’s heirs, successors, assigns and legal representatives. Notwithstanding anything to the contrary in this Agreement, any amendment, repeal or modification of this Section 5.5 shall not adversely affect any right or protection of a Person who is or was an Indemnitee with respect to any acts or omissions of such Indemnitee occurring prior to such amendment, repeal or modification without such Person’s prior written consent. The provisions of this Section 5.5 shall apply to Persons who were Indemnitees prior to the amendment and restatement of this Agreement. 5.6 Fees and Expenses. 5.6.1 Expenses. The costs and expenses of the Company and (to the extent fairly allocable to the Company) of the Manager which constitute Company Expenses will be borne by and charged to the Company. The Manager is authorized to pay, or cause to be paid, any Company Expenses from funds maintained in any account of the Company or, from funds maintained in any account of an Affiliate. 5.6.2 Personal Guaranty Fee. From time to time the Company shall pay the Manager cash in an amount equal to one percent (1.0%) of the amount of any loan for which the Manager or any of its principals is required to provide a personal guaranty in connection with construction financing required to construct the homes.

ARTICLE 6 - BOOKS AND RECORDS; ACCOUNTING; TAX ELECTIONS 6.1 Books and Records. The Manager shall cause to be kept, at the principal place of business of the Company, or at such other location as the Manager shall reasonably deem appropriate (with notice thereof to the Investor Members), full and proper ledgers, other books of account, and records of all receipts and disbursements, other financial activities, and the internal affairs of the Company for at least the current and past four Fiscal Years. Except as otherwise expressly set forth herein, all decisions as to accounting matters shall be made by the Manager in good faith and in its sole, but reasonable, judgment. 6.2 Delivery of Records. Upon the written request of an Investor Member for any purpose reasonably related to the Investor Member’s Preferred Units, the Manager shall deliver to such requesting Investor Member (or, to the extent so directed, to its agent or attorney), at such requesting Investor Member’s cost and expense, a copy of the information and documents as may be requested pursuant to Section 13.1-1028 of the Act.

PAGE 12 6.3 Reports to the Members. (a) The Manager shall use best efforts to send, within ninety (90) calendar days after the end of each Fiscal Year (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Company Subsidiary), to each Person who was a Member at any time during such year the following financial statements: (i) a balance sheet of the Company as of the end of such year; (ii) a statement of operations of the Company for such year; and (iii) a statement of cash flows. (b) Within one hundred and twenty (120) calendar days after the end of each Fiscal Year, subject to reasonable delays in the event of the late receipt of any tax report from any Company Subsidiary, the Manager shall send to each Member a report that shall include all necessary information required by the Members for preparation of their federal, state and local income or franchise tax or information returns, including (i) each Member’s pro rata share of Net Income, Net Loss and any other items of income, gain, loss and deduction for such Fiscal Year, (ii) such Member’s federal Schedule K-1, and (iii) any state Schedule K-1 (or other similar applicable state schedule) applicable to such Member. (c) The Manager shall send to each Member such other information as (i) the Manager shall be required to provide to the Members pursuant to applicable law (including, without limitation, the Act) in accordance with such law and (ii) a Member may reasonably request, provided that such information may be obtained by the Manager without undue expense, including, without limitation, information, forms and instructions in connection with foreign tax filings, if applicable. 6.4 Meetings of Members. The Manager may, but shall be under no obligation to, organize and convene, at such site as the Manager shall select, an annual information meeting for the Members. 6.5 Company Tax Elections; Tax Audits and Contests. 6.5.1 The Manager shall have the right in its sole and absolute discretion to make all elections for the Company provided for in the Code, provided that the Manager (a) shall not permit the Company to elect and the Company shall not elect to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes and (b) shall make, at the request of an Investor Member, the election provided for in Section 754 of the Code. 6.5.2 The Manager will be the initial “partnership representative” of the Company (as such term is defined under the BBA Rules) (the “Company Representative”). The Manager may appoint a new Company Representative at any time. If required by the BBA Rules, the Manager will appoint a “designated individual” of the Company (as such term is defined under the BBA Rules) who will act on behalf of the Company Representative. 6.5.3 Notice of Tax Contests. The Company Representative will keep the Investor Members reasonably informed of any material tax audit or proceeding relating to the Company (a “Tax Contest”) conducted at the Company level, including any material developments in any such Tax Contest. Any current or former Member that settles any Tax Contest relating to the Company will notify the Company Representative of such settlement and its terms as promptly as practicable thereafter, except as prohibited by applicable law. 6.5.4 Section 6221(b) Election. For each taxable year in which it is relevant, except to the extent prohibited under applicable law, the Company Representative will cause the Company to make the election specified in Section 6221(b) of the BBA Rules. 6.5.5 Section 6226 Election. (a) If the Company receives a notice of a final partnership adjustment with respect to a tax return of the Company for a taxable year in which the BBA Rules apply, except to the extent prohibited under applicable law, the Company Representative shall cause the Company to make the election specified in Section 6226(a) of the BBA Rules (a “6226 Election”) with respect to such notice. (b) If a 6226 Election cannot be made with respect to a notice, then the Company Representative shall use commercially reasonable efforts to (A) use any a vailable method under the BBA Rules for offsetting the economic burden of the imputed underpayment under the notice, and (B) to the maximum extent possible, ensure that no Member bears any tax that is attributable to another Member as a result of any Tax Contest. 6.5.6 Allocation of Entity Taxes. If the Company is required to pay any taxes under the BBA Rules (collectively, “Entity Taxes”), the Company Representative, in consultation with the Company’s tax advisor, shall allocate such Entity Taxes among the current and former Members in a manner that is fair and equitable and to the greatest extent possible consistent with the amount of such Entity Taxes for which each Member would have been liable had the Company elected out of

the BBA Rules had they been able to do so (such amount allocated to each Member, such Member’s “Equitable Share”).

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6.5.7 Each Member Bears Its Equitable Share of Any Entity Taxes. In order to ensure that each Member bears its Equitable Share of Entity Taxes, the Company Representative may require that either: (a) Each Member shall pay the Company in immediately available funds by wire transfer, its Equitable Share of any Entity Taxes within ten days following written notice by the Company Representative that payment of such amounts is due (without increasing the amount of such Member’s Capital Contribution or such Member’s Capital Account, and payable notwithstanding the termination of the Company); or (b) The amount of each Member’s Equitable Share of Entity Taxes shall be treated as an advance to such Member and repaid by reducing the amount of future distributions (including liquidating distributions) that would otherwise have been made to such Member. If a Member reimburses its Equitable Share of an Entity Tax by having the amount of any distributions reduced as described in the preceding sentence, for all other purposes of this Agreement, such Member shall be treated as having received all distributions unreduced by the amount of such Equitable Share. 6.5.8 Former Members. (a) The Company Representative may require any former Member to pay to the Company an amount equal to such former Member’s Equitable Share of such Entity Taxes that relate to the Company as determined by the Managers (without increasing the amount of such former Member’s Capital Contribution or such former Member’s Capital Account, and payable notwithstanding the termination of the Company). (b) Notwithstanding the foregoing, if the Company Representative determines that seeking a payment from a former Member is not practicable or that seeking such payment has failed, the Company Representative may require any Member that acquired (directly or indirectly) such former Member’s Interest to pay such former Member’s Equitable Share of Entity Taxes. (c) Indemnity of the Company Representative. The Company shall indemnify and reimburse the Company Representative for all expenses (including reasonable legal and accounting fees) incurred in its capacity as Company Representative pursuant to this Section 6.5 (including in connection with any administrative or judicial proceeding with respect to the tax liability of the Members attributable to interests in the Company), but without duplication of any reimbursement or indemnification pursuant to, and subject to the limitations on such reimbursement and indemnification set forth in, Section 5.5.3. 6.6 Confidentiality of Company Subsidiary Information. The Manager shall have the right to keep confidential from the Investor Members (and their respective agents and attorneys) for such period of time as the Manager deems reasonable, any information that the Manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Manager in good faith believes is not in the best interest of the Company or any Company Subsidiary or could damage the Company or such Company Subsidiary or their respective businesses or which the Company or such Company Subsidiary is required by law or by agreement with a third party to keep confidential.

ARTICLE 7 - TRANSFERS; ENCUMBRANCES OF MEMBERSHIP INTERESTS 7.1 Investor Member Transfers. No Investor Member or Assignee thereof may Transfer all or any portion of its Units (or beneficial interest therein), without the prior written consent of the Manager, which consent shall not be unreasonably withheld; provided that, subject to Section 7.5, an Investor Member or Assignee thereof may Transfer all or any portion of its interest to an Affiliate of such Investor Member or Assignee or to another Investor Member, so long as the transferor remains liable for all obligations under this Agreement related to such interest, unless otherwise agreed by the Manager. 7.2 Manager Transfers. The Manager may Transfer its Units to any Affiliate of it or any Affiliate of a Principal. The Manager may not Transfer its Units other than as set forth in the preceding sentence without the prior written consent of a Majority in Interest of the Investor Members. 7.3 Manager Removal. (a) A Supermajority in Interest of the Investor Members may remove the Manager as Manager of the Company if the Manager commits Malfeasance. Before the removal of the Manager for any reason pursuant to this Section 7.3, a successor as Manager of the Company shall have been selected with the consent of a Supermajority in Interest of the Investor Members, such successor shall have been admitted to the Company as a Manager by its execution of an instrument evidencing its agreement to be bound by this Agreement, and the Investor Members shall have elected to continue the business of the Company in accordance with Section 8.2(b).

PAGE 14 7.4 Encumbrances. No Member or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) unless the Manager consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the Manager, in the Manager’s sole and absolute discretion. Any purported Encumbrance which is not in accordance with this Agreement shall, to the fullest extent permitted by law, be null and void. 7.5 Further Restrictions. Notwithstanding any contrary provision in this Agreement, any otherwise permitted Transfer shall, to the fullest extent permitted by law, be null and void if: (a) such Transfer would cause a termination of the Company for federal or state, if applicable, income tax purposes; (b) such Transfer would, in the opinion of counsel to the Company, cause the Company to cease to be classified as a partnership for federal or state income tax purposes; (c) such Transfer would require the registration of such Transferred Units pursuant to any applicable federal or state securities laws; (d) such Transfer would cause the Company to become a “publicly traded Membership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code; (e) such Transfer would result in a violation of applicable laws; (f) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Units; or (g) the Company does not receive written instruments (including, without limitation, a Subscription Agreement substantially in the form completed by the Investor Members as of the date of this Agreement, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the Manager (as determined in the Manager’s sole and absolute discretion); provided that the Manager, in its sole and absolute discretion, may, with respect to a specific Transfer, waive in writing any of the provisions of this Section 7.5 except those set out in paragraphs (b), (c), (d), (e) and (f). 7.6 Rights of Assignees. Subject to Section 7.8, the transferee of any permitted Transfer pursuant to this Article 7 shall be an Assignee only, and shall receive, to the extent Transferred, only the distributions and allocations of income, gain, loss, deduction, credit, or similar item to which the Member which Transferred its Units would be entitled, and such Assignee shall not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such Units (including, without limitation, the obligation to make Capital Contributions) remaining with the transferring Member. The transferring Member shall remain a Member (and shall have all of the obligations of a Member, including without limitation obligations to make Capital Contributions) even if it has Transferred its entire Membership Interest in the Company to one or more Assignees until such time as the Assignee(s) is admitted to the Company as a Member pursuant to Sections 7.7 and 7.8. In the event any Assignee desires to make a further assignment of any Units in the Company, such Assignee shall be subject to all of the provisions of this Agreement to the same extent and in the same manner as the Member that initially held such Units. 7.7 Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as an Investor Member without the prior consent of the Manager. No Person shall be admitted to the Company as an additional or substitute Manager except in accordance with Sections 7.2 and 7.3. No Investor Member shall be removed or entitled to withdraw from being a Member of the Company except in accordance with Section 7.11. The Manager shall not be removed or entitled to withdraw from being a Member of the Company except in accordance with Sections 7.2 and 7.3. Except as otherwise provided in Section 8.2(b), no admission, withdrawal or removal of a Member shall in and of itself cause the dissolution of the Company. Any purported admission, withdrawal or removal which is not in accordance with this Agreement shall, to the fullest extent permitted by law, be null and void. 7.8 Admission of Assignees as Substitute Investor Members. Subject to Section 7.5, an Assignee shall become a Substitute Investor Member only if and when each of the following conditions (to the extent applicable) is satisfied: (a) if the Assignee is an Affiliate of the Investor Member, the Manager consents in writing to such admission, which consent shall not be unreasonably withheld; (b) if the Assignee is not an Affiliate of the Investor Member or another Investor Member, the Manager consents in writing to such admission, which consent shall not be unreasonably withheld; provided that it shall be reasonable for the Manager to withhold its consent to the admission of an Assignee if, in the reasonable opinion of the Manager, such Assignee is either (i) not financially capable of performing its obligations under this Agreement (if it were to be so admitted), or (ii) a competitor of the Company, the Manager or any of their Affiliates; (c) the Manager receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a Substitute Investor Member) that are in a form satisfactory to the Manager (as determined in its sole and absolute discretion); and

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(d) the parties to the Transfer, or any one of them, pays all of the Company’s reasonable expenses in connection with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Company). 7.9 Voluntary Redemption of Units. To the maximum extent permitted by the Act, the Company may redeem Units at any time on such terms as agreed by the redeeming Member and approved by the Manager. 7.10 Participation and Co-Sale Rights.

7.10.1 Participation Right. If the Manager and a Majority in Interest of the Investor Members (“Transferring Members”) desire to sell or in any manner to dispose of or transfer, other than by gift, either in a single transaction or a series of related transactions, all of their Units: (i) the Transferring Member shall give each other Member holding Common Units or Preferred Units (“Remaining Member”) written notice of such intended transaction, specifying the price per Common Unit and Preferred Unit and the payment terms for the purchase price, at least fifteen (15) days prior to the scheduled closing date (the “Sale Notice”); and (ii) each Remaining Member shall have the option to include a pro rata portion of the Units held by such Remaining Member in such sale, at such price and upon such terms as specified in the Sale Notice. A Remaining Member must exercise the option provided under this Section in writing within ten (10) days after receipt of the Sale Notice. If a Remaining Member exercises the option provided under this Section as set forth in the preceding sentence, the Remaining Member shall enter into the same form of agreement with the transferee as is required to be entered into by the Transferring Members. 7.10.2 Obligation to Participate in Sale. If the Transferring Members desire to sell, either in a single transaction or a series of related transactions, all, but not less than all, of their Units, the Transferring Members may, in lieu of the Sale Notice described in Section 7.10.1, require by written demand that the Remaining Members be obligated to sell all, but not less than all, of the Units then held by the Remaining Members at the same price and upon the same terms as shall have been agreed to by the Transferring Members to the transferee in such sale. If the Transferring Members shall have required the Remaining Members to sell their Units, each Remaining Member shall enter into the same form of agreement with the transferee as is required to be entered into by the Transferring Members. 7.11 Withdrawal of Certain Members. If a Member has Transferred all of its Units to one or more Assignees in accordance with this Article 7, then such Member shall withdraw from the Company when all such Assignees have been admitted as Members in accordance with Section 7.2 or Section 7.8.

ARTICLE 8 - DISSOLUTION; LIQUIDATION; TERMINATION OF THE COMPANY 8.1 Limitations. The Company may be dissolved and have its affairs wound up only pursuant to the provisions of this Article 8, and the Members do hereby irrevocably waive, to the fullest extent permitted by law, any and all other rights they may have to cause a dissolution of the Company or a sale or partition of any or all of the Company Assets. 8.2 Exclusive Causes. The Company shall be dissolved only on: (a) the election of the Manager and the written consent of a Majority in Interest of the Investor Members; (b) conversion of all of the assets of the Company into cash and/or debt securities at any time; (c) judicial dissolution; or (d) the reduction of the number of Investor Members to zero, unless the Company is continued in accordance with the provisions of the Act. 8.3 Effect of Dissolution. The dissolution of the Company shall be effective on the date of the cause giving rise to its dissolution as set out in Section 8.2, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Section 8.4 of this Agreement and its existence been cancelled in accordance with the Act. Notwithstanding the dissolution of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement pending the termination of the Company. 8.4 Liquidation and Final Distribution Proceeds. Upon the dissolution of the Company pursuant to Section 8.2, the Company shall thereafter engage in no further business other than that which is necessary to wind up its affairs, and the Manager or, in the case of dissolution pursuant to Section 8.2(b), a liquidating trustee appointed by a Majority in Interest of the Investor Members, after the establishment of appropriate reserves, shall liquidate all securities and any other Company Assets and distribute the cash proceeds therefrom. A reasonable time shall be allowed for the winding up of the affairs of the Company in order to minimize any losses attendant upon such a winding up. The liquidator shall use commercially reasonable efforts to dispose of or distribute all Company Assets within eighteen

PAGE 16 (18) months of dissolution. In the event the liquidator reasonably believes that it is prudent to do so, cash or other assets held in reserve may be placed in a liquidating trust or other escrow immediately prior to the termination of the Company in order to ensure that any and all obligations of the Company are satisfied. The cash proceeds from the liquidation of Company Assets shall be applied or distributed by the Company in the following order: (a) first, to the creditors of the Company (including, without limitation, the Manager and any Members that are creditors to the extent permitted by law, and including, without limitation, the Manager to the extent it is owed any fees, reasonable reimbursements or payments pursuant to Section 5.6 or otherwise), in satisfaction of liabilities of the Company other than liabilities for distributions to Members pursuant to Section 18-604 of the Act, and as reasonable reserves therefore; (b) second, to Members and former Members in satisfaction of liabilities, if any, for distributions pursuant to Section 3.2.2, subject to any limitations on distributions set forth in the Act; and (c) third, to the Members in accordance with their respective Capital Account balances after first having made the allocations required by Section 4.1.2, and any other allocations required by Article 4 at such time. Notwithstanding the foregoing, in the event that the Manager (or such liquidating trustee) determines that an immediate sale of all or any portion of the Company Assets would cause undue loss to the Members, the Manager (or such liquidating trustee), in order to avoid such loss to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Company Assets except those necessary to satisfy the Company’s debts and obligations, or distribute such Company Assets to the Members in kind, provided that with respect to distributions in kind of Company Assets other than marketable securities, the Manager shall give advance written notice of any such in-kind distribution and that if, after receiving such notice an Investor Member shall determine that there is a reasonable likelihood that any such distribution in kind would cause such Investor Member to be in violation of any applicable law, regulation or order, such Investor Member shall give written notice thereof to the Manager within five (5) Business Days following its receipt of the Manager’s notice of distribution, and the Investor Member and the Manager (or such liquidating trustee) shall each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution on mutually agreeable terms. The Manager may, in its sole discretion, elect to receive all or a portion of its share of any distribution of any securities or other Company Assets in kind and to distribute to each other Member all or any portion of such distribution in the form of net proceeds from a disposition of such securities or other Company Assets. The Investor Members acknowledge and agree (x) that under certain circumstances the Company will realize the highest value for an investment through a sale, sale-leaseback or other disposition to a Member or their Affiliates, including the Manager, the Principals and their Affiliates, or a group in which any of them participate, and (y) that in such a sale, sale-leaseback or other disposition such Members or their Affiliates may elect to forego their pro rata portion of the sale or proceeds in return for a continuing interest in the investment or the purchasing group. Each Member hereby consents to the participation by any Members or their Affiliates in such sales, sale-leasebacks or other dispositions, and to any resulting non-ratable distribution of cash, securities, property or other assets. 8.5 Restoration of Deficit Capital Account Balance. Subject to Section the Act, no Member shall have any obligation to make any Capital Contribution with respect to any deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which the liquidation occurs), and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

ARTICLE 9 - MISCELLANEOUS 9.1 Company Counsel. The Company and the Manager are not represented by separate counsel. The attorneys, accountants and other experts who perform services for the Company may, to the fullest extent permitted by law, also perform services for the Manager. It is contemplated that any such dual representation may continue. Each Investor Member acknowledges that Company Counsel does not represent any Investor Member in its capacity as such in the absence of a clear and explicit written agreement to such effect between such Investor Member and Company Counsel (and then only to the extent specifically set forth in such agreement), and that in the absence of any such agreement Company Counsel shall owe no duties to any Investor Member. Each Investor Member further acknowledges that, whether or not Company Counsel has in the past represented or is currently representing such Investor Member with respect to other matters, Company Counsel has not represented the interests of any Investor Member in the preparation and/or negotiation of this Agreement. 9.2 Appointment of Manager as Attorney-in-Fact.

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9.2.1 Each Investor Member, by its execution of this Agreement, irrevocably constitutes and appoints the Manager as its true and lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement: (a) All Articles of Organization and other instruments (including counterparts of this Agreement), and all amendments thereto, which the Manager deems appropriate to form, qualify, continue or otherwise operate the Company as a limited liability company in accordance with this Agreement, in the State of Delaware and the jurisdictions in which the Company may conduct business or in which such formation, qualification or continuation is, in the opinion of the Manager, necessary or desirable to protect the limited liability of the Investor Members. (b) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Manager deems appropriate to reflect a change or modification of the Company in accordance with the terms of this Agreement. (c) All conveyances of Company Assets, and other instruments which the Manager reasonably deems necessary in accordance with the terms of this Agreement or in order to complete a dissolution and termination of the Company pursuant to this Agreement. (d) All conveyances of Units pursuant to Section 7.10. Prior to using its power as attorney-in-fact with respect to any Investor Member in respect of any documents, the Manager shall first request that such Investor Member execute, acknowledge, deliver, swear to, file and/or record at the appropriate public offices, as the case may be, such documents; provided that the Manager shall be permitted to use its power as attorney-in-fact with respect to any such Investor Member in respect of such documents if such Investor Member does not comply with such request in a timely manner. In the event that the Manager executes, acknowledges, delivers, swears to, files and/or records at the appropriate public offices, as the case may be, any documents as attorney-in-fact on behalf of any Investor Member, the Manager shall provide a copy of all such documents to such Investor Member. 9.2.2 The appointment by all Investor Members of the Manager as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of the Manager to act as contemplated by this Agreement in any filing and other action by it on behalf of the Company, shall survive the disability or Incapacity of any Person hereby giving such power, and the transfer or assignment of all or any portion of the Units of such Person in the Company, and shall not be affected by the subsequent Incapacity of the principal; provided, however, that in the event of the assignment by a Member of all of its Units in the Company, the foregoing power of attorney of an assignor Member shall survive such assignment; and provided further, however, that if such Assignee is admitted as a Substitute Investor Member pursuant to this Agreement, the foregoing power of attorney shall survive with respect to the transferring Investor Member only to the extent of, and for the purpose of, enabling the Manager to execute, acknowledge, swear to and file any instruments necessary to effect the substitution of the Assignee as a Substitute Investor Member. This power of attorney may be exercised by such attorney-in-fact for all Investor Members (or any of them) by a single signature of the Manager acting as attorney-in-fact with or without listing all of the Investor Members executing an instrument. 9.3 Addition of Investor Members; Amendments. 9.3.1 Each additional Member shall become a signatory hereto by signing such number of counterpart signature pages to this Agreement, a power of attorney to the Manager, and such other instruments, in such manner, as the Manager shall determine. The execution of a Subscription Agreement by a Person shall constitute execution of a counterpart signature page to this Agreement by such Person. By so signing, each additional Member shall be deemed to have adopted and to have agreed to be bound by all of the provisions of this Agreement. 9.3.2 In addition to amendments specifically authorized herein, any and all amendments to this Agreement may be made from time to time by the Manager with the prior consent of a Majority in Interest of the Investor Members, provided that: (a) the Manager shall simultaneously deliver to each Investor Member copies of all proposed amendments and requests for consents or approval prior to the effective date of any such amendment, consent or approval; (b) without the consent of each of the Members to be adversely affected, this Agreement may not be amended (including through a merger with or into another Person that does not contain similar provisions) so as to: (i) modify the limited liability of an Investor Member, (ii) adversely affect the interest of a Member in Net Income, Net Loss or distributions, (iii) increase such Investor Member’s Capital Contribution obligation,

PAGE 18 (iv) amend the provisions of this Section 9.3.2, (v) merge the Company with or into any other Person, or (vi) restrict the transferability of any Investor Member’s Units except as expressly provided in this Agreement as of the date hereof; (c) any provision requiring the vote or consent of greater than a Majority in Interest of the Investor Members (including, without limitation, provisions requiring a Supermajority in Interest of the Investor Members), shall require the same level of consent to be amended. 9.3.3 In addition to other amendments authorized herein, amendments may be made to this Agreement from time to time by the Manager, without the consent of any other Member: (a) to delete or add any provision of this Agreement required to be so deleted or added by any federal or state official, which addition or deletion is deemed by such official to be for the benefit or protection of all of the Members; (b) to take such actions as may be necessary (if any) to ensure that the Company will be treated as a partnership for federal income tax purposes; (c) to amend this Agreement, pursuant to the power of attorney granted to the Manager, to reflect the increase of Capital Contribution by any Member; (d) to reflect the increase in Capital Contribution by any Member on Schedule A hereto; (e) to cure any ambiguity or correct or supplement any provisions hereof which may be inconsistent with any other provision hereof; (f) to effect any amendment, modification or change that is not adverse to the Investor Members and does not result in non-uniform treatment of the Members (as reasonably determined in good faith by the Manager); and (g) to effect a conversion or merger of the Company to a limited liability company organized under the laws of a state other than the State of Delaware; provided, however, that no amendment shall be adopted pursuant to this Section 9.3.3 if it would alter or result in the alteration of the limited liability of the Investor Members or the status of the Company as a “partnership” for federal income tax purposes. The Manager shall provide prompt written notice of any such amendments to the Investor Members. 9.3.4 In making any amendments, there shall be prepared and filed by, or for, the Manager such documents and certificates as may be required under the Act and under the laws of any other jurisdiction applicable to the Company. 9.3.5 It is hereby acknowledged and agreed that the Manager, on its own behalf or on behalf of the Company, without the approval of any Investor Member or any other Person, may enter into (a) certain side letters or other supplemental agreements with one or more Investor Members (each a “Side Letter Grantee”) which have the effect of establishing rights under, or altering or supplementing the terms of, or providing an interpretation of certain provisions of, this Agreement (each such side letter, agreement or contract entered into by the Manager pursuant to this Section 9.3.5, to be referred to hereinafter as a “Side Letter”). The parties hereto agree that any terms contained in a Side Letter to or with a Side Letter Grantee shall govern with respect to such Side Letter Grantee notwithstanding the provisions of this Agreement or of any Subscription Agreement. 9.3.6 Upon obtaining such approvals required by this Agreement and without any further action or execution by any other Person, including any Investor Member, (i) any amendment, restatement, modification or waiver of this Agreement may be implemented and reflected in a writing executed solely by the Manager, and (ii) each of the Investor Members and any other party to this Agreement shall be deemed a party to and bound by such amendment, restatement, modification or waiver of this Agreement. 9.4 Accounting and Fiscal Year. Subject to Code Section 448, the books of the Company shall be kept on such method of accounting for tax and financial reporting purposes as may be determined by the Manager. The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year, unless otherwise determined by the Manager and permitted under the Code. 9.5 Entire Agreement. This Agreement, each Subscription Agreement and each Side Letter hereto constitutes the entire agreement between the parties hereto or thereto, as applicable, pertaining to the subject matter hereof and fully supersedes any and all prior or contemporaneous agreements or understandings between the parties hereto or thereto, as applicable, pertaining to the subject matter hereof. 9.6 Further Assurances. Each of the parties hereto does hereby covenant and agree on behalf of itself, its successors, and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, and to take such other action as may be required by law or reasonably necessary to effectively carry out the purposes of this Agreement. 9.7 Notices. Any notice, consent, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be (a) delivered personally to the Person or to an officer of the Person to whom the same is directed, or (b) sent by e-mail, overnight mail or registered

PAGE 19 Person or to an officer of the Person to whom the same is directed, or (b) sent by e-mail, overnight mail or registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Company, to the Company at the address set forth in Section 1.3 hereof, or to such other address as the Company may from time to time specify by notice to the Members; if to a Member, to such Member at the address set forth in Schedule A, or to such other address as such Member may from time to time specify by notice to the Company; and if to the Withdrawing Investor Member, to him c/o the Company at the address set forth in Section 1.3. Any such notice shall be deemed to be delivered, given and received for all purposes (the “Effective Date”) as of: (i) the date so delivered, if delivered personally, (ii) upon receipt, if sent by email, or (iii) on the date of receipt or refusal indicated on the return receipt, if sent by overnight delivery or by registered or certified mail, return receipt requested, postage and charges prepaid and properly addressed. 9.8 Governing Law. This Agreement, including its existence, validity, construction, and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to otherwise governing principles of conflicts of law. 9.9 Binding Effect; No Third Party Beneficiaries. Except as otherwise expressly provided herein, this Agreement shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and all other Persons hereafter holding, having or receiving an interest in the Company, whether as Assignees, Substitute Investor Members or otherwise. Nothing contained in this Agreement (including without limitation Article 2 hereof), express or implied, is intended to or shall confer upon any creditor of the Company or any Company Subsidiary (and no such creditor shall be a third party beneficiary of this Agreement) or any other Person, other than the parties hereto and their respective successors and permitted assigns (and, with respect to any party or Member that is also a creditor of the Company or any Company Subsidiary, solely in their capacity as a Member and not in their capacity as such a creditor) and the Company, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and no Member shall have any duty or obligation to any creditor of the Membership (including without limitation any Member that is also such a creditor) or any such Person to make any Capital Contributions or cause to be made any Capital Contributions, provided that the third parties referred to in Section 5.5 shall have the rights to indemnification as set out therein. 9.10 Severability. In the event that any provision of this Agreement as applied to any party or to any circumstance, shall be adjudged by a court to be void, unenforceable or inoperative as a matter of law, then the same shall in no way affect any other provision in this Agreement, the application of such provision in any other circumstance or with respect to any other party, or the validity or enforceability of this Agreement as a whole. 9.11 Confidentiality. 9.11.1 Each party hereto agrees that (i) the provisions of this Agreement, all understandings, agreements and other arrangements between and among the parties, and all other non-public information received from, or otherwise relating to, the Company, any Member, or any Company Subsidiary shall be confidential and shall be used by an Investor Member solely for purposes of making or monitoring its investment in the Company and (ii) it shall not, without the written consent of the Manager, disclose or otherwise release such matters to any other Person (other than another party hereto or an Investor Member’s owners, beneficiaries, Members, officers, agents, board members, attorneys, asset consultants, advisers, custodians or employees on a need-to-know basis, which Persons shall be bound by this Section 9.11 as if they were an Investor Member). The obligations of the parties hereunder shall not apply: (i) to information already known to the general public at the time of disclosure or which becomes known through no act of such Investor Member, (ii) to any party to the extent that the disclosure by such party of information otherwise determined to be confidential is required by applicable law or by legal process or by any federal, state or local regulatory body with jurisdiction over such party, (iii) to information that is or was independently developed by any party without use of or reference to this Agreement and related agreements or (iv) to disclosure made in connection with any lawsuit initiated to enforce any rights granted under this Agreement, provided that, prior to disclosing such confidential information, a party shall, to the extent practicable and permitted by applicable law, notify the Company thereof, which notice shall include the basis upon which such party believes the information is required to be disclosed. 9.11.2 Notwithstanding any other provision of this Agreement to the contrary, the parties to this Agreement (and each employee, representative, or other agent of that person) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Company and the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the recipient to the extent they relate to such tax treatment and tax structure. 9.11.3 With the prior consent of the Manager, such consent to not be unreasonably withheld, Investor Members may disclose information to potential Assignees for the purposes of facilitating the transfer of their Units provided that, prior to such disclosure, (i) such potential Assignees have agreed in writing to be bound

PAGE 20 by confidentiality provisions with respect to such information no less restrictive than the provisions of this Section 9.11 and (ii) the Company is named as a third party beneficiary with respect to such confidentiality provisions. 9.12 Counterparts. This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which shall constitute one agreement, binding on all parties hereto. 9.13 Waivers. No waiver by any Member of any default with respect to any provision, condition or requirement hereof shall be deemed to be a waiver of any other provision, condition or requirement hereof; nor shall any delay or omission of any Member to exercise any right hereunder in any manner impair the exercise of any such right accruing to it hereafter. 9.14 Preservation of Intent. If any provision of this Agreement is determined by an arbitrator or any court having jurisdiction to be illegal or in conflict with any laws of any state or jurisdiction, then the Members agree that such provision shall be modified to the extent legally possible so that the intent of this Agreement may be legally carried out. If any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect or for any reason, then the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that all of the Members’ rights and privileges shall be enforceable to the fullest extent permitted by law. 9.15 Certain Rules of Construction. 9.15.1 All Article or Section titles or other captions in this Agreement are for convenience only, and they shall not be deemed part of this Agreement or to in any way define, limit, extend or describe the scope or intent of any provisions hereof. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) words in the singular include the plural, and words in the plural include the singular; (d) provisions apply to successive events and transactions; (e) “herein,” “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (f) all references to “clauses,” “Sections” or “Articles” refer to clauses, Sections or Articles of this Agreement; and (g) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms. 9.15.2 Notwithstanding any other provision of this Agreement or in any agreement contemplated hereby or applicable provisions of law or equity or otherwise, whenever in this Agreement, the Subscription Agreements or any Side Letter, (i) the Manager is permitted or required to make a decision (A) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Manager shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or the Members, or (B) in its “good faith” or under another expressed standard, the Manager shall act under such express standard and shall not be subject to any other or different standards, or (ii) the Manager or the Company is required to use “best efforts”, “reasonable best efforts”, “commercially reasonable efforts” or any similar variant of such efforts with respect to a given matter, the Manager or the Company, as applicable, shall be required to use such efforts that a reasonable Person in the position of the Manager or the Company, as applicable, would use with respect to such matter consistent with past practice, but shall not be required to take any actions that would (i) require the Manager to incur any expense, liability or obligation, or require the Manager or the Company to breach any agreement, duty or obligation or (ii) individually or in the aggregate, result in a material adverse effect on the Manager, the Company, or any of the Investor Members. 9.16 Jurisdiction. Each Member hereby submits to the jurisdiction of the Circuit Court for the City of Danville, Virginia in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herein or the federal courts of the United States for the Western District of Virginia. Each Member irrevocably agrees that all claims in respect of any such action or proceeding shall be heard and determined exclusively in such courts. Each Member hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of venue of any such action or proceeding in such courts and any claim that any such action or proceeding has been brought in an inconvenient forum. 9.17 No Recourse Against Member Affiliates. Each Member and the Company acknowledge and agree that they will look solely to each other relevant Member for the performance of their respective covenants, agreements and obligations under this Agreement, not to any other Persons, and that they shall have no recourse against or to any Affiliate of any Member in connection therewith.

ARTICLE 10 - DEFINITIONS

PAGE 21

As used herein, the following terms have the meanings set forth below: “Act” means the Virginia Limited Liability Act in effect on the date hereof and as it may be amended hereafter from time to time, and any successor statute thereto. “Actions” has the meaning specified in Section 5.5.3. “Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (a) any amounts that such Member is obligated to restore pursuant to this Agreement or is deemed to be obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) or pursuant to the penultimate sentence of either of Treasury Regulations Sections 1.704-2(i)(5) or 1.704-2(g)(1) shall be treated as added back to the Member’s Capital Account for the purpose of computing such deficit, and shall reduce the Adjusted Capital Account Deficit; and (b) the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) shall be treated as reducing the Member’s Capital Account for the purpose of computing such deficit, and shall increase the Adjusted Capital Account Deficit. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. “Affected Members” has the meaning specified in Section 3.7.2. “Affiliate” means, with respect to a specified Person, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with or has been appointed as custodian by, the specified Person; provided, however, that none of the Manager, the Investor Members and their Affiliates shall, for purposes of this Agreement, be deemed to be an Affiliate of the Company or any Company Subsidiary. “Agreement” has the meaning specified in the preamble. “Assignee” means any Person to which a Member or another assignee has Transferred its Units in accordance with Article 7. “Bankruptcy” means the occurrence of any event specified in Section 18-304 of the Act. “BBA Rules” means Subchapter C of Chapter 63 of the Code (Sections 6221 et seq.), as enacted by the Bipartisan Budget Act of 2015, any Treasury Regulations and other guidance promulgated thereunder, and any similar state or local legislation, regulations or guidance. “Business Day” means any weekday excluding any legal holiday observed pursuant to United States federal, or Virginia state, law or regulation. “Capital Account” means the Capital Account maintained for each Member on the Company’s books and records in accordance with the following provisions: (a) To each Member’s Capital Account there shall be added (i) such Member’s Capital Contributions, (ii) such Member’s allocable share of Net Income and any items in the nature of income or gain that are specially allocated to such Member pursuant to Article 4 or other provisions of this Agreement, and (iii) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member. (b) From each Member’s Capital Account there shall be subtracted (i) the amount of cash and the Gross Asset Value of any Company Assets (other than cash) distributed to such Member pursuant to any provision of this Agreement (for the avoidance of doubt, excluding any payment of principal and/or interest to such Member pursuant to the terms of a loan made by the Member to the Company), (ii) such Member’s allocable share of Net Losses and any other items in the nature of deductions, expenses or losses that are specially allocated to such Member pursuant to Article 4 or other provisions of this Agreement, and (iii) liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company. (c) In the event any Units in the Company is Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred Units. (d) In determining the amount of any liability for purposes of clauses (a) and (b) above, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Treasury Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event that the Manager shall determine that it is prudent to modify the manner in which the Capital Accounts, or any additions or subtractions thereto, are computed in order to comply with such Treasury Regulations, the Manager may make such modification. The Manager shall also make (i) any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) any appropriate modifications in the event that unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2.

“Capital Contribution” means, with respect to any Member at any time, the aggregate amount of cash and the initial Gross Asset Value of any property (other than cash) contributed to the Company by such Member as of such time, provided that, the Company shall not accept any Capital Contributions in any form other than cash without the prior written consent of a Supermajority in Interest of the Investor Members. “Closing Date” means the date that the Manager accepts the Investor Members’ Subscription Agreements. “Code” means the Internal Revenue Code of 1986, as previously or hereafter amended. “Common Units” has the meaning set forth in Section 2.3 “Company” means Innovative Home Solutions USA LLC. “Company Assets” means all direct and indirect interests in real and personal property owned by the Company from time to time, and shall include both tangible and intangible property (including cash and including the Company’s rights to receive Capital Contributions hereunder). “Company Counsel” means Gentry Locke Rakes & Moore, LLP. “Company Expenses” means all Company expenses including but not limited to: (a) Organizational Expenses, (b) fees and expenses of outside counsel and accountants and other similar outside advisors retained by the Company and/or the Manager in connection with the operations of the Company, (c) fees and expenses of administration, accounting and record keeping services for the Company and/or, in connection with the operations of the Company, of the Manager, (d) costs and expenses incurred in identifying, evaluating and arranging any transaction contemplated by the Company, including all due diligence expenses and pre-transaction deposits or payments, (e) out-of-pocket costs, fees and expenses of acquiring, holding, developing, construction or selling Propereties or Company Assets, including record-keeping expenses, (f) out-of-pocket costs of the Company and/or the Manager (including travel and related expenses) incurred in connection with the Properties, (g) any taxes, fees or other governmental charges levied against the Company, any Company Subsidiary and/or the Manager or on its or their income or assets or in connection with its or their business or operations, (h) all other costs and expenses of the Company, any Company Subsidiary and/or the Manager in connection with this Agreement (such as costs of insurance (including costs of director’s and officer’s insurance), costs of litigation, any taxes, fees or other governmental charges levied against the Company, any Company Subsidiary and/or the Manager, or other matters that are the subject of indemnification or contribution pursuant to Section 5.5 and costs of winding-up and liquidating the Company), (i) fees, costs, and expenses incurred in connection with the fundraising or other capital‑raising activities for the Company, including legal and accounting expenses, compliance and regulatory costs, background checks, marketing and investor relations expenses, and related third‑party out‑of‑pocket expenses. “Company Minimum Gain” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) with respect to “partnership minimum gain”, and the amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Company year shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). “Company Subsidiary” means any Person or entity which is a subsidiary and Affiliate of the Company that owns or operates all or any portion of the Properties. “Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Fiscal Year or other period; provided, however, that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or other period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction with respect to such asset for such Fiscal Year or other period bears to such beginning adjusted tax basis; and, provided, further, that if such beginning adjusted tax basis is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Manager. “Effective Date” has the meaning specified in Section 9.7. “Encumbrance” means, a pledge, alienation, mortgage, hypothecation, encumbrance or similar collateral assignment by any other means, whether for value or no value and whether voluntary or involuntary (including, without limitation, by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings).

“Fair Value” has the meaning specified in Section 5.4. “Fiscal Year” has the meaning specified in Section 9.4. “Form 8886” has the meaning specified in Section 6.3(b). “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows: (a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross Fair Value of such asset on the date of contribution, as determined under Section 5.4. (b) The Gross Asset Values of all Company Assets immediately prior to the occurrence of any event described in subsections (i) through (iv) hereof shall be adjusted to equal their respective gross Fair Values, as determined under Section 5.4, as of the following times: (i) the acquisition of an interest in the Company by a new or existing Member in exchange for more than a de minimis Capital Contribution, if the Manager reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company Assets as consideration for an interest in the Company, if the Manager reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; (iii) the issuance of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company, if the Manager reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; (iv) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); and (v) at such other times as the Manager shall reasonably determine necessary or advisable in order to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2. (c) The Gross Asset Value of any Company Asset distributed to a Member shall be the gross Fair Value of such asset on the date of distribution as determined under Section 5.4. (d) The Gross Asset Values of Company Assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this clause (d) to the extent that the Manager reasonably determines that an adjustment pursuant to clause (b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d). (e) If the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraphs (a), (b) or (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Losses (and not the Depreciation, amortization or other cost recovery deductions allowable with respect to that asset for federal income tax purposes). “Indemnitee” has the meaning specified in Section 5.5.3. “Investor Member” means any Person designated as an Investor Member on Schedule A in its capacity as an Investor Member, including any Person who has been admitted to the Company as a Substitute in accordance with the terms set forth herein. For purposes of the Act, the Investor Members shall constitute a single class or group of Investor Members. “Liability” or “Liabilities” has the meaning specified in Section 5.5.3. “Majority in Interest of the Investor Members” means at any time, Investor Members (or any specified subset thereof) holding, in the aggregate, more than fifty percent (50%) of the Percentage Interests held, in the aggregate, by all Investor Members (or of such specified subset) at such time. “Malfeasance” means, with respect to any Person, any act or omission which constitutes (i) a material violation of law or a felony crime involving embezzlement, larceny or a crime of moral turpitude as determined by a judge or jury in a court of competent jurisdiction, (ii) actual fraud, (iii) willful misconduct, or (iv) a bad faith violation of the implied contractual covenant of good faith and fair dealing. “Manager” means Innovative Home Solutions USA Management, Inc. a Virginia corporation, and any substitute or additional Manager admitted as such in

accordance with this Agreement, in its capacity as Manager of the Company. “Member Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i). “Member Nonrecourse Debt” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(4) with respect to “partner nonrecourse” debt and liabilities. “Member Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(i) with respect to “partner nonrecourse deductions”, and the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a Company year shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(i)(2). “Members” means, collectively, the Manager and the Investor Members. Reference to a “Member” shall refer to any one or more of the Members, as the context may require. “Membership Interest” means the entire ownership interest of a Member in the Company at any particular time, including without limitation, such Member’s right to share in Net Income, Net Loss, or similar items of, and to receive distributions from, the Company, any and all rights to vote, and the rights to any and all benefits to which such Member is entitled as provided in this Agreement, together with the obligations of such Member to comply with all of the terms and provisions of this Agreement. Membership Interest shall be expressed in Units as described in Section 2.3. “Net Income” or “Net Loss” means an amount equal to the Company’s taxable income or loss with respect to applicable investments or activity, determined in accordance with the principles of Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction or expense required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments, it being the intention not to duplicate any item of income or loss: (a) any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Loss pursuant to the other provisions of this definition of Net Income or Net Loss shall be taken into account in computing such taxable income or loss; (b) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Loss pursuant to the other provisions of this definition of Net Income or Net Loss shall be taken into account in computing such taxable income or loss; (c) in the event the Gross Asset Value of any Company Asset is adjusted pursuant to subparagraph (b) or subparagraph (c) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Loss; (d) gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; (e) to the extent an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Income or Net Loss; (f) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation; and (g) notwithstanding any other provision of this definition of Net Income or Net Loss, any items which are specially allocated pursuant to Article 4 hereof shall not be taken into account in computing Net Income or Net Loss. The amounts of the items of Company income, gain, loss, deduction or expense available to be specially allocated pursuant to Article 4 hereof shall be determined by applying rules analogous to those set forth in this definition of Net Income or Net Loss. “Nonrecourse Deduction” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(1) and 1.704-2(c). “Nonrecourse Liability” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(3) and 1.752-1(a)(2).

“Organizational Expenses” means all expenses incurred by the Company, the Manager or one or more of their Affiliates directly or indirectly in connection with the organization of the Manager, the Company, the establishment of systems for accounting and reporting to Investor Members, the offering of Preferred Units to the Investor Members and securing of any loans or credit facilities to the Company or any Company Subsidiary (including, without limitation, fees and disbursements of attorneys, accountants, advisors, consultants and other professionals, travel expenses, and expenses related to preparation and printing of investor presentations). “Percentage Interest” means that percentage which corresponds with the ratio which the sum of each Member’s Capital Contributions bears to the sum of the total Capital Contributions of all Members. “Person” means and includes an individual, a partnership, a limited liability company, a joint venture, a corporation, a trust, an unincorporated organization, a government or any department or agency thereof or any entity similar to any of the foregoing. “Preferred Return” has the meaning set forth in Section 3.2. “Preferred Units” has the meaning set forth in Section 2.3 “Prime Rate” means the prime rate listed from time to time in The Wall Street Journal, which listing appears as of the date hereof under the caption “Money Rates.” “Principal” means Frederick R. Byers and any future members of ____, LLC and any future shareholders of the Manager. “Principal Investor Member” means an Investor Member of which a Principal is an Affiliate. “Properties” means any real estate parcels purchased or obtained by the Company where the Company will develop and construct residential homes, townhomes, condominiums or multifamily rental properties. “Regulatory Allocations” has the meaning specified in Section 4.2.7. “Side Letter” has the meaning specified in Section 9.3.5. “Side Letter Grantee” has the meaning specified in Section 9.3.5. “Subscription Agreement” means each of the several Subscription Agreements between the Company and each of the Investor Members. “Substitute Investor Member” means any Assignee that has been admitted to the Company as an Investor Member pursuant to Section 7.8 by virtue of such Assignee’s receiving all or a portion of Units from an Investor Member or its Assignee. “Supermajority in Interest of the Investor Members” means (subject to Section 5.2.2), at any time, Investor Members (or any specified subset thereof) holding, in the aggregate, at least sixty-six and two-thirds percent (66-2/3%) of the aggregate Percentage Interests held by all Investor Members (or such specified subset) at such time. “Tax Liability Distribution” has the meaning specified in Section 3.3. “Terminating Capital Transaction” means any sale or other disposition of all or substantially all of the Company Assets or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the Company Assets. “Transfer” means a sale, transfer, assignment, gift, bequest or disposition by any other means, whether for value or no value and whether voluntary or involuntary (including, without limitation, by realization upon any Encumbrance or by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings); provided that, notwithstanding the foregoing, the Manager’s pledge of its Units in connection with the transactions contemplated under any credit facility of the Company or any Company Subsidiary shall not constitute a Transfer. The term “Transferred” shall have a correlative meaning.

“Treasury Regulations” means the permanent and temporary regulations promulgated by the U.S. Treasury Department under the Code, as such regulations may be amended from time to time. “United States” includes its several States, territories and the District of Columbia. “Units” shall mean the Common Units, the Preferred Units and the Profits Interest Units.

*REMAINDER OF PAGE INTENTIONALLY BLANK*

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. MANAGER:

By: INNOVATIVE HOME SOLUTIONS USA MANAGEMENT INC. Its: Manager By: ____________________________________ Name: Frederick R. Byers Title: President COMMON MEMBER: [Insert]

THE INVESTOR MEMBERS ARE AS SET FORTH ON THE ATTACHED SCHEDULE A AND THE MANAGER SHALL ATTACH A COUNTERPART SIGNATURE PAGE OF EACH MEMBER INVESTOR HERETO.

SCHEDULE A SCHEDULE OF INVESTOR MEMBERS Investor Members Capital Contribution

SUBSCRIPTION AGREEMENT INNOVATIVE HOME SOLUTIONS USA LLC Class A Preferred Units

Up to $30,000,000 (150 Class A Preferred Units) Minimum Offering Amount (Initial Closing): $4,000,000 (20 Units) Purchase Price: $200,000 per Class A Preferred Unit Minimum Purchase: $200,000 (1 Class A Preferred Unit)

The information contained in this Subscription Agreement is confidential and proprietary to Innovative Home Solutions USA LLC, a Virginia limited liability company (the “Company”). ThisSubscription Agreement has been prepared solely for the information of selected prospectiveinvestors and is provided upon the understanding that any person accepting it will not, without theprior permission of the Company, utilize this information for any purpose other than evaluating apotential investment in the Company. No portion of this Subscription Agreement may bereproduced or redistributed. Acceptance of this Subscription Agreement shall constitute anagreement not to make this information available to any person other than one’s qualifiedinvestment or tax adviser or legal counsel and to obtain the agreement of any such person to treatsuch information as confidential. In the event of a decision not to invest, please return this Subscription Agreement to the Company.

2026

AN INVESTMENT IN THE UNITS OF THE COMPANY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW AND CONSIDER THE DISCUSSION UNDER “RISK FACTORS” IN SECTION 5 OF THIS SUBSCRIPTION AGREEMENT. PURCHASE OF THE UNITS SHOULD BE CONSIDERED ONLY BY THOSE PERSONS WHO CAN AFFORD TO SUSTAIN A TOTAL LOSS OF THEIR INVESTMENT. THE UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE UNITS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY SECTION 4(A)(2) OF THE ACT, RULE 506(B) OF REGULATION D, AND CERTAIN STATE SECURITIES LAWS. SUCH UNITS MAY NOT BE TRANSFERRED WITHOUT REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

CONFIDENTIAL INFORMATION THE INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT IS CONFIDENTIAL AND PROPRIETARY TO THE COMPANY AND IS BEING SUBMITTED TO PROSPECTIVE INVESTORS IN THE COMPANY SOLELY FOR SUCH INVESTORS’ CONFIDENTIAL USE WITH THE EXPRESS UNDERSTANDING THAT, WITHOUT THE PRIOR EXPRESS WRITTEN PERMISSION OF THE COMPANY, SUCH PERSONS WILL NOT RELEASE THIS SUBSCRIPTION AGREEMENT OR DISCLOSE THE INFORMATION CONTAINED HEREIN FOR ANY PURPOSE OTHER THAN EVALUATING A POTENTIAL INVESTMENT IN THE UNITS OFFERED HEREBY. A PROSPECTIVE INVESTOR, BY ACCEPTING DELIVERY OF THIS SUBSCRIPTION AGREEMENT, AGREES PROMPTLY TO RETURN TO THE COMPANY THIS SUBSCRIPTION AGREEMENT AND ANY OTHER DOCUMENTS OR INFORMATION FURNISHED IF THE PROSPECTIVE INVESTOR ELECTS NOT TO PURCHASE ANY OF THE UNITS OFFERED HEREBY. ______________________________ THE INFORMATION PRESENTED HEREIN WAS PREPARED AND IS BEING FURNISHED BY THE COMPANY SOLELY FOR USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH A POTENTIAL INVESTMENT IN THE UNITS. THIS SUBSCRIPTION AGREEMENT DOES NOT PURPORT TO BE ALL INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN INVESTIGATING THE COMPANY. PRIOR TO THE SALE OF ANY UNITS, EACH PROSPECTIVE INVESTOR AND HIS OR HER ADVISERS SHALL HAVE THE OPPORTUNITY TO ASK QUESTIONS OF REPRESENTATIVES OF THE COMPANY CONCERNING THE COMPANY AND THE UNITS. EACH INVESTOR MUST RELY ON THE INVESTOR’S OWN EVALUATION OF THE COMPANY AND THE TERMS OF THIS

SUBSCRIPTION AGREEMENT, INCLUDING THE MERITS AND RISKS INVOLVED, IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE UNITS OFFERED HEREBY. SEE “RISK FACTORS” IN SECTION 5 OF THIS SUBSCRIPTION AGREEMENT FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED IN CONNECTION WITH THE PURCHASE OF THE UNITS. THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE UNITS IN ANY STATE OR OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. EXCEPT AS OTHERWISE INDICATED, THIS SUBSCRIPTION AGREEMENT AND THE BUSINESS PLAN ASSOCIATED WITH THIS SUBSCRIPTION AGREEMENT SPEAK AS OF THE DATE HEREOF. NEITHER THE DELIVERY OF THIS SUBSCRIPTION AGREEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY AFTER THE DATE HEREOF. ______________________________ TREASURY DEPARTMENT CIRCULAR 230 NOTICE. TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT: ANY DISCUSSION OF FEDERAL TAX ISSUES CONTAINED OR REFERENCED TO IN THIS SUBSCRIPTION AGREEMENT IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY PROSPECTIVE INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THEM UNDER THE CODE; SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE COMPANY OF THE TRANSACTIONS OR MATTERS ADDRESSED IN THIS SUBSCRIPTION AGREEMENT; AND PROSPECTIVE INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

INSTRUCTIONS ON HOW TO SUBSCRIBE After reading this Subscription Agreement, the Business Plan, the Articles of Organization of the Company and the Operating Agreement of the Company, and all exhibits attached thereto, prospective investors should follow these instructions in order to subscribe: All prospective investors must sign and complete this Subscription Agreement and the Counterpart Signature Page to the Operating Agreement. Prospective investors must qualify as accredited investors in order to purchase Units. The completed Subscription Agreement, the Counterpart Signature Page to the Operating Agreement, and a check payable to Innovative Home Solutions USA LLC (or other confirmation of good funds acceptable to the Company) in the amount of the purchase price should be delivered to the Company at the following address:

Innovative Home Solutions USA LLC Attn: Rick Byers 424 Memorial Drive, Unit 226 Danville, VA 24541 rick@longevitysolutionsva.com

INNOVATIVE HOME SOLUTIONS USA LLC SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (“Agreement”) is made by and between Innovative Home Solutions USA, LLC (the “Company”) and the undersigned investor (the “Investor”). 1. Subscription for Units. The Investor hereby offers to acquire and subscribe for the number of Class A Preferred Units (the “Units”) in the Company, as set forth on the signature page hereto, at a purchase price of $200,000 per Unit. The minimum purchase (the “Minimum Purchase”) is $200,000 (or 1 Unit). The Company reserves the right, in its sole discretion, to waive the Minimum Purchase requirement and to issue fractional Units. The Units are offered pursuant to one or more exemptions from registration under Section 4(a)(2) of the Act and Rule 506(b) of Regulation D. 2. Offering and Business of the Company. (a) Offering. The offering of Units (the “Offering”) is for up to $30,000,000 in aggregate subscriptions (up to 150 Units at $200,000 per Unit). The Company shall be entitled to conduct an initial investment closing once it has received and accepted at least $4,000,000 in cash subscriptions for Units (20 Units) (the “Minimum Offering Amount”). If the Minimum Offering Amount is not received on or before [ ], which date may be extended by up to 90 days in the sole discretion of the Company, the Company shall cancel the Offering and promptly return all subscription funds in full, without interest. The Company may terminate the Offering at any time. If the maximum has not been achieved, the Offering will terminate on [ ]. Until receipt of the Minimum Offering Amount, subscription funds will be deposited in a separate Company account. Innovative Home Solutions USA Management Inc. (or its designated affiliate) (the “Manager”) will be the Manager of the Company. [ ], an affiliate of the Manager, will own Common Units.] (b) Description of the Business of the Company. The Company is a holding company that, through its subsidiaries, will (i) develop and construct townhomes on three parcels located on Riverside Drive in the City of Danville, Virginia (the “Vandola Development”); (ii) develop and construct single-family detached homes on River Oak Court in the City of Danville (the “River Oak Development”); and (iii) develop and construct single-family detached homes in Pittsylvania County on Franklin Turnpike (the “Twin Springs Estates Development” and, together with the Vandola Development and the River Oak Development, the “Initial Developments”). Following the Initial Developments, the Company expects to develop additional parcels in the Danville area and has several additional parcels in the pipeline. Additional information is contained in the Business Plan. (c) Preferred Return and Distributions. Prior to any distributions to the Common Units, the Class A Preferred Units will be entitled to a cumulative, non-compounded preferred return of eight percent (8.0%) per annum on each Preferred Member’s Unrecovered Equity (the “Preferred Return”). Thereafter, distributions will be made: first, 100% to the Preferred Members until the Preferred Return is paid; second, 80% to the Preferred Members and 20% to the Common Members until each Preferred Member has received a return of 100% of its Capital Contributions; and thereafter, 50% to the Preferred Members and 50% to the Common Members, all as more fully set forth in the Operating Agreement. The Company has established an employee/incentive pool whereby Profits Interest Units will be granted to certain employees and service providers of the Company. The Profits Interest Units will equal up to 10% of the total Common Units) and will share in distributions only after the achievement of a certain threshold of distributions.

3. Acceptance or Rejection. The acceptance by the Company, in its sole and independent discretion, is required for the subscription to be binding. The Company may accept or reject this Subscription Agreement, in whole or in part, for any reason. Any rejected subscription will be returned, with any funds, without interest. Upon acceptance, receipt of good funds, and the initial closing, the Investor shall be deemed a Member of the Company and bound by its Articles of Organization and Operating Agreement. 4. Representations and Warranties. The Investor represents and warrants as follows, with knowledge that the Company will rely solely on such representations in accepting or rejecting this subscription: (a) The Investor has read and evaluated the Business Plan, this Subscription Agreement and the Organizational Documents, and has had the opportunity to ask questions of, and receive answers from, the Company. (b) The Investor has such knowledge and experience in financial matters that it is capable of evaluating the merits and risks of an investment in the Company. (c) The Investor is acquiring the Units for its own account for investment purposes only and not for distribution or resale, and understands that the investment is highly illiquid and may need to be held indefinitely. (d) The Investor will not sell, pledge or otherwise transfer any of the Units without the prior written consent of the Company, unless registered or exempt from registration under applicable securities laws. The Investor acknowledges and agrees that a legend referring to the foregoing transfer restrictions will be placed on any certificates representing the Units. (e) The Investor understands that an investment in the Units is speculative and that the Investor could lose its entire investment, and represents that it can sustain such a loss. (f) The Investor’s overall commitment to non-marketable investments is not disproportionate to its net worth, and it has no need for liquidity in this investment. (g) The Investor is an “accredited investor” within the meaning of Regulation D promulgated under the Act, as indicated by its answers to the Investor Questionnaire. (h) Upon acceptance, the Investor shall become a party to and be bound by the Company’s Operating Agreement, and authorizes the Company’s representatives to execute the Operating Agreement as attorney-in-fact on the Investor’s behalf if the Company so elects. (i) Neither the Investor nor any related person is a Sanctioned Person or is organized or resident in a Sanctioned Country. For purposes of this Section 4(i): “OFAC” means the U.S. Office of Foreign Assets Control of the U.S. Department of the Treasury; a “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at the U.S. Treasury website, or as otherwise published from time to time; and a “Sanctioned Person” means (a) a person named on the list of “specially designated nationals” or “blocked persons” maintained by OFAC as published from time to time, or (b) (1) an agency of the government of a Sanctioned Country, (2) an organization controlled by a Sanctioned Country, or (3) a person resident in a Sanctioned Country, in each case to the extent subject to a sanctions program administered by OFAC. (j) The information provided by the Investor herein and in the Investor Questionnaire is correct and complete as of the date hereof and as of the date of delivery of this Subscription Agreement. (k) The Investor has a preexisting personal or business relationship with the Company or the Manager, or by reason of the Investor’s business or financial experience, or that of the Investor’s unaffiliated professional advisor, the Investor is capable of evaluating the merits and risks of an investment in the Units and of protecting the Investor’s own interests in connection with the investment.

(l) The Investor is authorized and otherwise duly qualified to purchase and hold the Units, and the Investor’s residential address or principal office address is as set forth on the signature page hereto. (m) The Investor, if an individual, is a citizen or resident of the United States. (n) To the best of the Investor’s knowledge, there are no actions, proceedings or investigations to which the Investor is a party or subject that (i) have been filed and served or, to the best of the Investor’s knowledge, are threatened before any court, administrative agency or panel of arbitration, whether federal, state or local, and (ii) could reasonably be expected to prohibit, delay or have a material adverse effect upon the transactions contemplated in this Subscription Agreement. 5. Risk Factors. An investment in the Company is speculative and involves a high degree of risk. Prospective investors should carefully consider, among others, the following risk factors. These risk factors are illustrative and not intended to cover all possible risks: 5.1 No operating history; early-stage business. The Company is an early-stage enterprise with no operating history. Profitability depends on, among other things, successful completion of this Offering, acquisition of the properties, timely infrastructure development, construction within budget, and sale of homes at projected prices. 5.2 Interest rates and mortgage availability. Increases in interest rates or reductions in mortgage availability may reduce demand for, or pricing of, the homes that will be constructed by the Company and adversely affect the Company’s results. 5.3 Cyclical industry; economic conditions. The homebuilding industry is cyclical and sensitive to employment, consumer confidence, affordability, financing availability, inflation and interest rates. Negative changes in any of these factors could adversely impact the Company’s results and profitability. 5.4 Inflation and supply/labor shortages. Increased costs of materials and labor, and possible supply shortages, may not be recoverable through pricing and could erode margins and delay deliveries. 5.5 Competition. The housing industry is highly competitive, which could reduce deliveries or decrease profitability. 5.6 Government regulation and environmental matters. Building, safety and environmental regulations may increase costs, cause delays, or impose remediation liability. Properties are being acquired on an “as-is” basis and Phase I assessments may not uncover all conditions. 5.7 Reliance on financing; first lien. The Company expects to obtain construction loans secured by first liens on its assets. A default could result in foreclosure and a complete loss of investment. 5.8 Failure to raise maximum offering. The Minimum Offering Amount of $4,000,000 is not sufficient to fully execute the Business Plan. Failure to raise the full amount may reduce or eliminate the Company’s ability to pay expected returns. 5.9 Lack of diversification. The Company’s business is concentrated in residential development in a single geographic market, exposing it to unique risks. 5.10 Limited voting rights; no control. Investors will have limited voting rights and no control over the Company, which is managed exclusively by the Manager. 5.11 No guarantee of distributions; return of capital. There can be no assurance that cash distributions will be made when anticipated, and a portion of any distribution may constitute a return of capital. 5.12 Conflicts of interest. The Manager and its affiliates have established the terms of this Offering. The Company will purchase certain properties from affiliates of the Manager and the purchase price and terms of purchase for such properties will not be confirmed by independent appraisal. [The Manager will act as general contractor for the construction of the homes and the

compensation and terms of service of the general contractor were established by the Manager.] Finally, the Manager will allocate time among multiple ventures. 5.13 Restrictions on transfer; illiquidity. The Units are restricted securities and may not be transferred absent registration or an available exemption, and no public market exists or is expected to develop. 5.14 Arbitrary offering price; dilution. The offering price was determined arbitrarily and does not necessarily reflect the current value of the Company. The percentage interest owned by each investor in the Company will depend on the number of investors and the total amount invested. 5.15 Indemnification of Manager. The Manager and its affiliates are entitled to elimination of liability and indemnification from the Company except for intentional misconduct or knowing violations of law, limiting the Members’ recourse. 5.16 Tax considerations. The Company will be treated as a partnership for tax purposes and Members will receive Schedule K-1s. Taxable income may be allocated at a time when there is insufficient cash for distribution. Passive activity limitations, allocation challenges, state and local tax obligations, and the BBA partnership audit rules may apply. Investors should consult their own tax advisors. 6. Governing Law. This Subscription Agreement shall be construed in accordance with, and governed by, the internal laws of the Commonwealth of Virginia without reference to its choice of law provisions. 7. Indemnification. The Investor indemnifies and holds harmless the Company, the Manager and their affiliates from and against any liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of any misrepresentation or breach of warranty by the Investor. 8. Additional Information. The Investor agrees to furnish such additional information as the Company reasonably requests, and authorizes the Company or any duly authorized agent of the Company to contact any banker, accountant, lawyer or other person or entity to verify any of the information contained herein. 9. Gender. When the context in which words are used in this Subscription Agreement indicates that such is the intent, words in the singular number shall include the plural, and vice versa, and words in the masculine gender shall include the feminine and neuter genders, and vice versa. 10. Severability. If any provision of this Subscription Agreement or the application of that provision to any person or circumstance shall be held invalid, the remainder of this Subscription Agreement or the application of that provision to persons and circumstances other than those to which it is held invalid shall not be affected. 11. No Third Party Beneficiary. This Subscription Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns. Except as expressly set forth in this Subscription Agreement, the parties do not intend the benefits of this Subscription Agreement to inure to any third party, and nothing contained herein shall be construed as creating any right, claim or cause of action in favor of any such third party against either of the parties hereto. 12. Venue; Waiver of Jury Trial. Each party consents to the jurisdiction of the courts of the City of Danville, Virginia and the United States District Court for the Western District of Virginia, Lynchburg Division. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT.

13. Assignment. Neither this Subscription Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either the Company or the Investor without the prior written consent of the other party. 14. Entire Agreement. This Subscription Agreement contains the entire agreement between the parties and supersedes all prior and contemporaneous understandings and agreements (including any term sheet). Its provisions may not be modified or waived except in writing and shall survive the closing of the purchase of the Units. 15. Representation regarding Counsel. This Subscription Agreement has been prepared by Gentry Locke Rakes & Moore LLP as counsel to the Company. Each Investor acknowledges that counsel for the Company represents the Company and not the Investor, and that the Investor has been advised and encouraged to seek independent legal counsel. 16. Certain Defined Terms. Capitalized terms used but not otherwise defined in this Subscription Agreement (including the cover pages, legends and exhibits hereto) shall have the respective meanings ascribed to such terms in the Operating Agreement. Capitalized terms defined in the cover pages or legends hereof shall have such meanings throughout this Subscription Agreement, and capitalized terms defined in the body hereof shall have such meanings when used in the cover pages and legends hereof. In the event of any conflict between the meaning ascribed to a term in this Subscription Agreement and the meaning ascribed to the same term in the Operating Agreement, the meaning ascribed in this Subscription Agreement shall control for purposes of this Subscription Agreement only. In addition, the following terms shall have the following meanings: (a) “Act” means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder, and is referred to in the Operating Agreement as the “Securities Act.” For the avoidance of doubt, references in this Subscription Agreement to the “Act” do not refer to the Virginia Limited Liability Company Act, Va. Code Ann. § 13.1-1000 et seq., which is referred to as the “Act” in the Operating Agreement. (b) “Articles” or “Articles of Organization” means the Articles of Organization of the Company filed with the Virginia State Corporation Commission, as amended, restated, supplemented or otherwise modified from time to time, and referred to in the Operating Agreement as the “Articles.” (c) “BBA” means the centralized partnership audit regime enacted as part of the Bipartisan Budget Act of 2015, as amended, together with the Treasury Regulations and other administrative guidance promulgated thereunder. (d) “Business Plan” means the business plan of the Company dated [ ], 2026, as furnished to the Investor by the Company, together with any amendments, supplements or updates thereto furnished to the Investor by the Company. (e) “Capital Contributions” means, with respect to any Member, the aggregate amount of cash and the agreed net fair market value of any other property contributed to the capital of the Company by such Member in respect of such Member’s Units, as reflected on Schedule A to the Operating Agreement. (f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provisions of succeeding law. (g) “Counterpart Signature Page” means the counterpart signature page to the Operating Agreement furnished to the Investor by the Company, the execution and delivery of which causes the Investor to become a party to, and bound by, the Operating Agreement. (h) “Investor Questionnaire” means the Investor Questionnaire attached hereto as Exhibit A, which is incorporated herein by reference and constitutes a part of this Subscription Agreement. (i) “Operating Agreement” means the Operating Agreement of the Company, dated as of [ ], 2026, as further amended, restated, supplemented or otherwise modified from time to time. (j) “Organizational Documents” means, collectively, the Articles of Organization and the Operating Agreement.

SIGNATURE PAGE FOR INDIVIDUAL INVESTORS IN WITNESS WHEREOF, the Investor has hereby executed this Subscription Agreement on the date below. When signing as attorney, executor, administrator or guardian, please give title as such. If joint ownership, both joint tenants must sign. ______________________________________________ Please Print Your Name Above ______________________________________________ Please Sign Your Name Above ______________________________________________ Please Print Your Address ______________________________________________ Social Security Number Email Address: ________________________________________ Mobile Telephone: ________________________________________ ______________________________________________ Please Print Name of Joint Tenant (if applicable) ______________________________________________ Signature of Joint Tenant (if applicable) ______________________________________________ Print Joint Tenant’s Address ______________________________________________ Social Security Number Amount of Investment: $____________________ Number of Units: ____________________ ($200,000 per Unit) (The Company will issue the appropriate number of Units as provided in Section 2 upon completion of the Offering.)

EXHIBIT A - INVESTOR QUESTIONNAIRE The Investor understands and agrees that this section of the Subscription Agreement will be kept confidential, except that the Company or its representative(s) may present this section to such parties as it or they deem advisable (a) if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the Units or in connection with any regulatory applications or approvals, or (b) if otherwise required by judicial or regulatory authority. 1.

General Information.

Name: ____________________________________________________

Age: __________

2. Investment Experience. (a) Business background for last five years: Employer Position Held

Length of Time

___________________________________________________________________________________________________ (b) General business or professional education: School Degree Year Received ___________________________________________________________________________________________________ (c) Other substantial experience with (i) accounting or financial matters and (ii) other development stage business ventures or private placements: ___________________________________________________________________________________________________ 3. Suitability Requirements. THIS OFFERING IS OPEN ONLY TO ACCREDITED INVESTORS. THE INVESTOR MUST QUALIFY UNDER ONE OF THE PARAGRAPHS BELOW IN ORDER TO PURCHASE UNITS. 3.1 Accredited Investor Status. Please mark all boxes below corresponding to a paragraph in which the Investor is accurately described: ___ (a) A natural person whose individual net worth, or joint net worth with such person’s spouse, as of the date hereof exceeds $1,000,000 (not including the value of the primary residence of the Investor); ___ (b) A natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with such person’s spouse in excess of $300,000 in each of those years, and has a reasonable expectation of achieving the same income level in the current year;

___ (c) Any director or executive officer of the Company; or ___ (d) A trust, corporation, limited liability company or other entity that meets the definition of accredited investor (please provide an explanation in a separate document regarding the manner in which such trust or entity qualifies as an accredited investor). 3.2 Definitions. As used above, the term “net worth” means the excess of total assets over total liabilities. In computing net worth, the value of the primary residence of the Investor may not be included. In determining income, the Investor should add to adjusted gross income any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or KEOGH retirement plan, alimony payments and any amount by which income from long term capital gains has been reduced in arriving at adjusted gross income. 3.3 Qualifications. If the Investor does not qualify under one of the paragraphs set forth in Section 3.1 above relating to accredited investor status, the Investor may not purchase Units in the Offering. 3.4 Entity or Trust. If you desire to invest as an entity or trust, please contact the Company for requirements. [End of Questionnaire]

ACCEPTANCE In reliance upon the foregoing Subscription Agreement, and the representations, warranties and covenants contained therein, this Subscription Agreement and the subscription therein are accepted by the Company. INNOVATIVE HOME SOLUTIONS USA LLC a Virginia limited liability company By: Innovative Home Solutions USA Management Inc. a Virginia corporation Its: Manager By: __________________________________________________ Date: ______________________________ Name: Frederick R. Byers Its: President