The Parties Hereto Agree To The Following Terms and Conditions:
The Parties herein have formed this Joint Venture Operating Agreement ("OA") according to the laws of the State of Georgia, effective as of June 25, 2026, by and between the undersigned Members.
The property to be transferred is legally described as: 2277 North Peachtree Way, Dunwoody GA 30338 (County of DeKalb, Land Lot 342). The property shall be transferred from the current owner(s) to the Operating Agreement Entity (Y3K Dunwoody 2277 SPV LLC) by way of a duly executed Warranty Deed or Quitclaim Deed in accordance with the real estate laws of the State of Georgia. This transfer shall be recorded with the Clerk of Superior Court in DeKalb County, Georgia, ensuring clear title vests in the Operating Agreement Entity.
Simultaneously with or immediately following such transfer, the Operating Agreement Entity shall secure a "fix and flip" or rehabilitation loan (the "Capital Draw"), to be evidenced by a promissory note and secured by a deed to secure debt against the Property, also to be recorded in DeKalb County records, for the express purpose of funding the acquisition, renovation, and subsequent sale of the Property. All costs associated with said transfer, loan origination, and recording shall be borne by the Operating Agreement, as defined herein.
Assignor certifies that they have full legal power, authority, and legal right to enter into and perform the terms of this Operating Agreement and the obligations herein with respect to the transferring property. The execution, delivery, and performance of this Agreement have been duly obtained and do not contravene any law, governmental rule, regulation, or contract. This Agreement constitutes a legal, valid, and binding obligation of the Parties, enforceable in accordance with its terms.
Renovating this four-bedroom, three-bath house with half basement in Dunwoody, Georgia will involve a comprehensive scope of work, including cosmetic upgrades, system overhauls, energy efficiency enhancements, and waterproofing. The renovation will adhere to DeKalb County building codes. Renovation tasks include mold remediation, drywalling, landscaping, flooring upgrades, window replacement, cool roof shingle installation, and HVAC heat pump conversion. The goal of this renovation is to enhance the home's marketability and value for a quick resale.
For financial accounting and tax purposes, net profits or losses will be determined based on property renovation cost, loan interest paid, carry time, and the final sale price. Profits and losses will be allocated to the Parties in proportion to each Party's capital interest in the OA, in accordance with Treasury Regulation 1.704-1.
The Parties will determine and distribute available funds as they see fit. "Available funds" refers to the net cash available after expenses, debt service, and liabilities are paid. Upon liquidation of the property or liquidation of a Member's interest, distributions will be made in accordance with positive capital account balances. Any negative balances shall be subject to a qualified income offset.
The estimated land and home payoff is established at $468,000.00. The current market "as-is" value is estimated at $524,500.00 (Zestimate) up to $670,000.00 - $685,000.00. The Parties plan to secure a renovation draw of $194,707.00 to fund repairs, upgrades, and landscaping, with a target After-Repair Value (ARV) of $725,000.00 - $885,000.00.
The Manager shall supply regular updates regarding the rehab progress to any Partner upon request. All partners or their authorized representatives shall have access to and may inspect and copy all books, records, and receipts related to the Capital Draw and renovation expenses.
No Manager or Member shall be liable to the Company or other Members for losses incurred in good faith in promoting the best interests of the Venture. The Company shall indemnify and hold harmless its Managers and Partners from any liability, suits, or expenses incurred while acting in good faith on behalf of this project.
Member / Partner 1
Name: Buck Vaughan
Signature & Date
Member / Partner 2
Name: Kevan Burns (Manager)
Signature & Date