Owner's LLC Agreement

What is going on with all these words?

Lots of words, for a simple transaction.

Carl M. Dunham, Jr. formed and is the sole member of a Massachusetts LLC.

Now, he wants to liquidate his ownership of the LLC through

an outright sale or the sale of fractional ownerships.

Either way, what is being sold is the LLC

which owns the land, not the land itself.

The outright sale is simple to understand.

The sale fractional sale is simple to understand, but tedious in definitions

which are necessary so that every one buying-in understands the purchase.

The Owner's Agreement below defines fractional ownership.

In essence, Carl owns a whole pizza which is in front of him.

He can sell it by the pie... or by the slice.

If you want to buy the pie, you'd better start talking!

If you want to buy a piece, you'd better start reading!

Abbondanza!

*****

BERKSHIRE MEADOW VIEW, LLC

A MANAGER-MANAGED LIMITED LIABILITY COMPANY

FRACTIONAL OWNER'S

OPERATING AGREEMENT

CAVEATS

A. WHAT IS BEING SOLD: Berkshire Meadow View LLC, "Company, LLC or BMV LLC," is the sole owner of the properties described in EXHIBIT 5. There is no mortgage or other encumbrance. Through this Agreement, the LLC is selling a specific number of Fractional Ownerships (Owner or Ownership depending upon clarity in a sentence) in the LLC. (See 1.2) No land title is being directly transferred to the Owner in whole or part, just a percentage of the LLC. Therefore, no Owner can demand, individually, the sale of any part of the property.

B BUY-IN: Buy-in is the process of acquiring fractional ownership as defined in _________. Opposite of the Buy-in is the Sell-out of the Founding Member See _____________. Other than the property as described, which is owned by the LLC, the LLC has no other assets which are being sold.

C. ENHANCE ACCOUNT is created through a percentage of the BUY-IN fees being allocated to contractually guaranteed, immediate improvements in the property owned by the LLC. See EXHIBIT 7 for a list of the improvements.

B. OWNERSHIP SALE: The LLC's offer is not a security:

(a) No Money Management: The LLC through its managers and agents is not offering or even suggesting to manage your money;

The Company is offering to sell Ownership in it LLC and to manage the experience that such Ownershipmembership provides.

(b) Control: Owners have the right to vote on the management of the LLC based on Owner shares, not numbers of Owners with 75% deciding the vote. (See 1.7).

(c) Self Determination: As described in D, below, a Fractional Owner has an i-n-d-i-v-i-d-u-a-l right to the management of income resulting from his/her/its Fractional Ownership and to the treatment of any resulting income with respect to taxes.

C. PRIVATE PLACEMENT. Though not a "security," the LLC extends full disclosure as if it were. It is the responsibility of prospects and Owners to ask if there are questions or confusions with The LLC's oral or written words. It is the responsibility of The LLC to address the matter/s until they are reasonably answered. The LLC's intent is to have a harmonious Ownership, not one filled with questions and concerns.

D. MEMBER TAX STATUS: Ownerships are offered to individuals and entities whose purposes and uses are the purview of the Fractional Owner, providing they are within the terms of acceptable use as defined herein. How the Fractional Owner treats his/her/its Ownership tax-wise is also the purview of the Fractional Owner. As an example, should an Owner acquire a fraction or fractions for business purposes (entertainment, conference, meeting, etc) the Owner may decide to treat his/her/its purchase as a business expense or asset for depreciation if such is permitted by IRS code.

As another example, should a Fractional Owner decide to "rent" his/her/its allocation of dates/benefits in whole or part and as provided herein, the tax treatment of the resulting income or barter is the responsibility of the Fractional Owner.

D. WITHDRAWAL. This offer may be withdrawn at any time by The LLC. If withdrawn, The LLC has the right to buy back Ownerships less any benefits obtained through membership as stated in established prices less 50%.

E. OUTSIDE BUYER. A non-Owner buyer may come forth with an offer to purchase the entire Company. The manager/s will consider any serious offer.

F. FIRST TO THE TABLE. There is no automatic "first right of refusal" conveyed through becoming an Owner. This right may be negotiated for a fee, but that negotiation is not guaranteed, for a first-right discourages potential buyers through the belief that he/she/it is wasting time. Therefore, existing Owner/s, experiencing the Company's style, fashion, and long-term value should actively present his/her/their/its own serious offer to buy the entire LLC, thereby preventing the lost opportunity of sole ownership. The very status of being an existing FractionalOwner provides the de facto first-opportunity to buy the entire LLC before an unknown potential buyer makes an offer.

F. DEFINITIONS. There are two forms under which a Limited Liability Company can operate; Manager-Managed and Member-Managed.

Berkshire Meadow View LLC is a Manager-Managed Limited Liability Company which through this Agreement mimics the proven structure of a Limited Partnership where there are at least two classes of memberships. For clarity, they are as follows:

(a) Managers -- LLC Managers are the equivalent to General Partners in a Limited Partnership. Managers may or may not be owners. Manager/s run the Company. They make decisions and operate consistent with the Mission Statement which is Exhibit 4. For convenience, the plural form, Managers, will be used. Where clarity is uncertain, "Manager-Owner/s" will be used.

(b) Non-Manager Owners -- LLC Owners are the equivalent to Limited Partners in a Limited Partnership. Members are not responsible for the day-to-day operation or decisions, although their suggestions are welcomed; and, their satisfaction/experience/enjoyment is the Misson of this Company. They are not responsible for Company operations; in fact, they are barred from it. Their "responsibility" is to enjoy the results of them. For convenience, the plural form, Owners, will be used to address all non-managers and "Owner" to address an individual right, guarantee, benefit, or other matter. Where clarity is uncertain, the conventional Limited Partnership term "Passive-Owner/s" will be used.

ARTICLE I Company Formation

1.1 APPLICABLE LAW. Berkshire Meadow View, LLC, (the Company, LLC, BMV LLC) is organized pursuant to the laws of the Commonwealth of Massachusetts upon the terms and conditions provided in this Agreement. The Owner/s shall execute all certificates and documents, and do all other acts as are required or, in the judgment of the Manager-(Owner), may be appropriate to comply with all requirements of the Act.

1.2 FORMATION -THEN & NOW. The Founding Owner, Carl M. Dunham Jr of New Milford Connecticut, formed The Company in June 2005 subject to the laws of The Commonwealth of Massachusetts in which it was formed for the purpose of acquiring the property as described. The Founding Owner was the sole person. Today, the Founding Owner is dividing his Sole Owner status into Seventy-five (75) fractional, indivisible ownerships of the Company, which owns BMV LLC, with the goal of eventually selling all 75 fractional units -- thus liquidating his entire ownership -- to new Owners who enter into this Owner's Operating Agreement which is effective upon acceptance by the Managers. In essence, as a new Owner acquires a percentage of the Company, The Founder Owner's ownership interest is decremented by the same amount. When all 75 fractional ownerships are sold, the Founding Owner will be liquidated, and the Company, which still owns the property, will be composed of all new Owners. Until such time, no further dilution of the Company through the increase in fractional ownerships will be permissible.

1.6 PURPOSE. The purpose of the Company shall be to manage, and develop a unique, high-value resort, including stables, functions, events, entertainment, conferences, and other appropriately related business, at 802 State Road & 40 Perry's Peak Road Richmond, MA 01254 currently operating under the structures of Berkshire Meadow View LLC d.b.a The Inn At Richmond, and The Berkshire Equestrian Center, LLC.

1.9 PRINCIPAL PLACE OF BUSINESS. The location of the Company’s principal place of business 802 State Road -- Route 41, Richmond MA, County of Berkshire, Massachusetts 01254, in the United States of America.

1.3 REGISTERED AGENT. The name, location, and qualification of the Company’s registered agent is stated in EXHIBIT 6 and is stated in the formation documents, maintained by the Secretary of State's Office in the Commonwealth of Massachusetts.

1.4 CERTIFICATE. The Certificate of Berkshire Meadow View LLC -- as amended -- shall be filed with the Secretary of State of the Commonwealth of Massachusetts and thereafter the Managers shall execute and cause to be filed and otherwise published such original or amended certificates evidencing the formation and operation of this Limited Liability Company as may be required under the laws of the Commonwealth of Massachusetts and of any other states where the LLC shall determine to do business.

1.5 ADMINISTRATION. Managers are authorized and empowered by all Owners to prepare, file, and publish either the original or any amended or modified Certificates of the Company as may be necessary or desirable and each Owner specifically designates and appoints the Managers, for and on his or her behalf, as his or her attorney for the exclusive purposes of signing and attesting to such original or amended Certificates of the Company.

1.8 THE OWNERS. The name and residential address of each member are contained in Exhibit 2 attached to this Agreement and will be amended as Owners change.

1.7 TERM. The Company will continue until the Founding Member is 100% liquidated as above, (1.2).

Thereafter, it will remain perpetually unless

(a) 75% of all the Owners, by Fractional Ownerships, not number of individuals, unanimously vote for dissolution or sale; or

(b) an event occurs which causes the Company’s business to become unlawful; or

1.9 ADMISSION OF ADDITIONAL OWNERS. Owners may only be admitted to the LLC through the factional sale of the Founding Members current interest. After the liquidation of the Founding Owner's interest, the then existing members -- managing or not -- may determine the expansion LLC memberships. Until the Founding Owners interest is liquidated, existing Owners -- managers or non-managers -- may not resell their fractional ownership.

1.8 CONTINUANCE OF COMPANY. In the event of an occurrence described in ARTICLE 1.7(c), if there is at least one remaining Owner, the Owner has the right to continue the Company’s business under the same organization as filed with the Secretary of State of the Commonwealth of Massachusetts.

ARTICLE II Manager & Non-Manager Ownership Buy-in

2.1 BUY-IN TYPE. Buy-in to the Company initially made by the Manager/s may be made through services.

(a) Manager-Owner/s shall not be required to contribute to the capital of the Company. Notwithstanding, Manager-Owner/s may, from time to time, advance sums to the Company which shall be considered loans to the LLC, which shall be repaid with interest at the then prime rate.

A prospective Manager may also become a Owner to the extent the Manager, either in cash, trade , barter or promissory note, the Manager will become a Owner of the Company, with all rights, powers, and privileges of a Manager -Owner with respect to the Ownerships held as a consequence; except, the foregoing right may only be exercised to the extent of the maximum Memberships currently available.

(b) All Non-Manager Owners the shall pay cash for Ownership/s unless otherwise negotiated with the Manager/s; the sum set forth opposite such each Member name. See Exhibit 2.

NOTE: FOR BMV LLC DISCUSSION ONLY: It seems to JDS that to own a Fraction of the LLC, one would have to stroke a check to the LLC... not Carl Dunham. Therefore, it seems to me that CMDjr needs to "sell" each fraction back to the company as each fraction is being sold. It's a pain, but it seems the correct way to me.

2.2 INITIAL PAYMENT. The Fractional Owners will pay the Company the agreed total value of and cash is $100,000 per Fractional Ownership. See Exhibit 3 attached to this Agreement

2.3 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Owner is obligated to make any additional contribution to the Company's capital. Notwithstanding, while it is the goal of providing membership in The Company without additional cost, with operational shortfalls, Members may have to pay for such operation.

2.4 NOT ALL OR NOTHING. Each Owner's benefits commence upon payment of the membership by the Member and acceptance by the Managers.

2.5 INITIAL CAPITAL. The initial capital to be contributed by each Owner, shall be the sum set opposite his or her name in the attached Exhibit"A."

2.6 PERSONALLY LIABLE. Each Member shall be personally liable to The LLC for the full amount of his, her, or its -- in the case of an entity -- initial capital contribution.

2.7 ADDITIONAL CAPITAL. The goal of the Company is to not require additional capital from Members after the Initial Capital. However, situations may occur - from market conditions to government interference -- where the Company's goal is financially challenged. The Members shall be required to make additional capital contributions to the LLC, on written request by the Manager-Members/s, the Partner's pro-rated share (the ownership percentage set opposite the name of each Limited and General Partner in Exhibit "A") of all costs, expenses, or charges with respect to the operation of the Comnpany and the ownership operation, maintenance, and upkeep of any Company property including but not limited to ad valorem taxes, debt amortization (including interest payments), insurance premiums, repairs, professional fees, wages, and utility costs] to the extent such costs, expenses, or charges exceed the income, if any, derived from the Partnership and the proceeds of any loans made to the Partnership.

NOTE: Here is where we introduce the concept of limiting Member access to the property during certain periods (blackouts) so that they do not have to face additional "dues," which based on recorded costs plus free services and extraordinary services such as Gustavo & Carlos which at market would be $50 -$100 per hour. I'm thinking that this could be $250 - $300K to keep this place picked up. Further, we may want to form another L.P from the members of this one to build the three duplexes in the back --- or at least suggest the possibility. The revenue from that L.P., "TIARA EQUEST II" would be IN ADDITION.

2.8 LIQUIDATED DAMAGES. If any Member fails or refuses to contribute the entire amount of the initial capital called for and/or the additional capital as called for, the Manager/s shall be authorized to declare forfeited Member's capital account and ownership interest as liquidated damages for the failure.

ARTICLE III Profits, Losses, and Distributions, If Any

3.1 PROFITS/LOSSES. The Company is designed to merely cover expenses. Notwithstanding, for financial accounting and tax purposes, the Company's net profits or net losses will be determined annually. Profits and losses will be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Exhibit 2 as amended.

3.2 DISTRIBUTIONS. The Members may determine and distribute available funds annually or more frequently as the Members see fit. “Available funds” refers to the net cash of the Company available after expenses and liabilities, as determined by the Managers. Upon liquidation of the Company or of a Member's interest, distributions must be made according to the positive capital or pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent a Member has a negative capital account balance, there must be a qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).

ARTICLE IV Management of the Company

4.1 The Company is managed by Managers.

(a) The Manager(s) may be Owners or Non-Owners.

(b) The Manager/s shall devote time and effort to the business affairs of the Company as the Manager/s shall deem necessary or appropriate.

(c) The Manager/s shall collaborate regarding, without limitation, all creative, business, administrative, financial, and legal matters.

(d) The name and residential address of each Manager is attached as Exhibit 1 of this Agreement.

4.2 The Manager shall have the sole and exclusive control of the management of the business and affairs of the Company to the extent allowed by law.

Without limiting the generality of the foregoing, the Manager-(Owner) shall have the authority and right to do all acts and things which are in the Manager's-(Owner's) judgment necessary or desirable to operate the business of the Company including, without limitation, enabling the Company to be developed, produced, and exploited in the markets and media

4.3 The Managers are authorized to make all decisions regarding the Company’s operations and legal affairs, including but not limited to

(a) the sale, development, lease or other disposition of the Company's assets;

(b) the purchase or other acquisition of other assets of all kinds;

(d) the borrowing of money and the granting of security interests in the Company's assets;

(e) the prepayment, refinancing or extension of any loan affecting the Company's assets;

(f ) the compromise or release of any of the Company's claims or debts; and,

(g) the employment of persons, firms or corporations for the operation and management of the company's business.

4.4 The Managers are authorized to execute and deliver

(a) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company's assets;

(b) all checks, drafts and other orders for the payment of the Company's funds;

(d) all other instruments of any other kind relating to the Company's business.

4.5 The Managers must keep the following at the Company's principal place of business:

(a) A copy of all formation documents, the operating agreement, and any amendments;

(b) A current list of the full name and the last known street address of each Member;

4.6 Manager may employ from time to time, on behalf of BMV LLC, such persons, firms, or corporations as, in the Managers' sole judgment, shall deem advisable for the operation of the LLC's business under contract terms and for compensation.

4.6 COMPANY INFORMATION. Upon request, the Managers will supply to any Member, information regarding the Company or its activities. Any Member or a Member’s authorized representative may access, inspect, and copy all books, records and materials in the Manager's possession regarding the Company or its activities. These rights may be exercised at the requesting Member's expense.

4.7 EXCULPATION. Any act or omission of the Managers, the effect of which may cause or result in loss or damage to the Company or the Members, if done in good faith to promote the best interests of the Company, will not subject the Managers to any liability.

4.8 OWNERS. Owners who are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company. The Members may advise the Managers, but Managers are not required to accept such advice. No Member will be an agent of any other Owner of the Company solely by reason of being a Owner.

ARTICLE V Compensation

5.1 MANAGEMENT FEE. Any Manager rendering services to the Company is entitled to compensation equal to the value of those services.

5.2 REIMBURSEMENT. The Company will reimburse the Managers or Owners for all direct out-of-pocket expenses incurred in managing the Company or informal, petty-cash (up to $1,000) loans to the Company.

ARTICLE VI Bookkeeping

6.1 FISCAL YEAR. The fiscal year of BMV LLC shall be the calendar year.

6.1 BOOKS. The Managers will keep a complete and accurate accounting of the Company's affairs at the Company’s principal place of business or other location agreed upon by the Managers. The Managers will choose the method of accounting and the Company's accounting period will be the calendar year.

THERE IS A NEED FOR EACH OWNER TO HAVE AN ACCOUNT... EVEN IF THE BALANCE IS ZERO.

REASONS: Owner turns his/her/its an alottment of dates back to the LLC for possible resale through the company... there is money owed to the Owner per our agreement to resell unused dates. Also, the Owner automatically becomes a MEMBER in the TIARA EQUEST Club through which there is a possibility that income or expense per member could occur.

6.2 OWNER'S ACCOUNTS. The Managers must maintain separate capital and distribution account for each Owner. Each Owner's capital account will be determined and maintained in the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and will consist of the member’s initial capital contribution increased by:

(a) Any additional capital contribution made by the member;

(b) Credit balances transferred from the member’s distribution account to the member’s capital account; and decreased by:

(1) Distributions to the member in the reduction of Company capital;

(2) The Owner's share of Company losses if charged to the Member’s capital account.

6.3 REPORTS. At the close of each calendar year, the Manager/s will prepare and send to each Owner, a statement of that Owner's distributive share of income and expense -- if any -- for income tax reporting purposes:

a. Not later than seventy-five (75) days following the end of the fiscal year a report containing all information necessary for the preparation of each individual Owner's federal income tax returns and Schedule K-1 indicating the distributive share of the Company's taxable income or loss allocable to each Member for the taxable year;

b. Within one hundred twenty (120) days following the end of each BMV LLC fiscal year, an annual report containing (i) a balance sheet as of the end of such fiscal year and statements of income, Owners' equity and changes in financial position for such fiscal year, (ii) a brief summary of the activities of the Company during the period covered by the report; and (iii) a schedule of all distributions to the Owners for the period covered thereby identifying the source of such distributions.

ARTICLE VII Transfers

WITHDRAWAL OF MEMBER

In no event shall any Owner be entitled to withdraw or retire from the Company or demand the right of return of any fee

before the dissolution of the Company without full compliance with this Article VII to admit the Transferee as a Substituted Member.

Regardless of the following, an exiting Owner may enter into a private sales agreement with a current Owner

7.1 ASSIGNMENT. If an Owner proposes to sell, assign or otherwise dispose of all or part of the Owner’s interest in the Company, he, she, it must comply with the following procedures:

(a) First make a written offer, including the price, to sell such interest to the other Owners. The exiting Owner may only advertise the sale if the other Owners decline or fail to elect such interest within 60 days after the offer.

(b) If the existing Owner has a buyer of interest, the other current owner(s) have first right of refusal to purchase the exiting Owner's interest for the agreed purchase price. If there is more than one current remaining Owner, the remaining Owners may combine funds to purchase the exiting Owner's interest. The exiting Owner must show that potential purchaser has full certified funds, or the ability to get fully certified funds before 60 day right of first refusal period ends.

(c) Current Owners must unanimously (I LIKE THE 70 OR 75%) exiting Owner's interests to grant full membership benefits and functionality to the new Owner. If the current remaining Owners do not unanimously approve the sale, the purchaser or assignee will have no management or voting rights. The purchaser or assignee is only entitled to receive the share of the profits or other compensation by way of income and the return of contributions to which that Owner would otherwise be entitled. The existing Owner must disclose to the buyer or assignee if the current members will not approve the sale.

7.2 VALUATION OF EXITING OWNERS INTEREST. If an Owner wants to exit the Company and does not have a buyer of its ownership interest, the exiting Owner will assign its interest to current Owners according to the following procedures:

(a) A value must be placed upon this Ownership interest before assigned.

(b) If the exiting Owner and the current Owners do not agree on the value of the Ownership interest, the exiting Owner must pay for a certified appraiser to assess the company’s value. The appraiser will assign the existing Owner's interest a value according to the exiting Owner's interest percentage.

(c) The current Owners must approve the certified appraiser used by exiting Owner. Current Owners have 30 days to approve the exiting member's certified appraiser. If current Owners disapprove the certified appraiser, they must show evidence to support their disapproval of the certified appraiser as a vendor qualified to appraise the company. Current Owners may not stall the process by disapproving all certified appraisers.

(d) When a certified appraiser places a value on the company, a value will be placed on the exiting Owner's interest according to exiting Owner's percentage of Ownership interest.

(e) If current Owners disagree with the value placed on exiting Owners’ interest, current Owners must pay for a certified appraiser to value the company and the exiting Owner's interest according to the same terms.

(f) Current Owners’ appraisal must be completed within 60 days or right of current Owners to dispute the value of exiting Owner's interest expires.

(g) Upon completion of current Owners’ appraisal, the exiting Owner must approve the value placed on exiting Owner's interest. Exiting Owner has 30 days to approve this value.

(h) If the exiting Owner does not approve the current Owners’ appraised value, then the value of the company will be determined by adding both parties’ appraised values, then dividing that value in half, creating the value of the exiting Owner's interest.

7.2 DISTRIBUTION OF EXITING MEMBER'S INTEREST. Upon determination of exiting Owner's interest value, the value will be a debt of the company. The exiting Owner will only be able to demand payment of this debt at the dissolution of the company or by the following method:

(a) The company will make timely payments.

(b) The company will only be required to make payments towards exiting Owner’s debt if the company is profitable and passes income to current Owners.

(c) The company must make a debt payment to the exiting Owner if the company’s income surpassed 50% of the total determined value of the exiting Owner's interest in one taxable year. (Example: If existing members’ value was $100,000 and current member(s) received over $50,000 taxable income in the taxable year, the LLC would owe a debt payment to existing Owner. If the current Owners only received $40,000 in passed income, there would be no payment due.)

(d) The debt payment must be at least 10% of the value of the passed income to current Owners.

(e) The company must make payment to exiting Owner within 60 days of the end of the company’s taxable year.

(f) The payment schedule will continue until the debt to the exiting Owner is paid.

(g) If the company dissolves, the exiting Owner will be a regular debtor and payment will follow normal dissolution payment statutes.

(h) The exiting Owner’s value of membership interest assigned current Owners may NOT accrue interest.

(i) The company may pay the amount owed to the exiting member at any time.

ARTICLE VIII Dissolution

8.1 DISSOLUTION. The Owner(s) may dissolve the LLC at any time. Upon dissolution, the LLC must pay its debts first before distributing cash, assets, and/or purchase-money to the Owner or the Owner's interests (estate). The dissolution may only be ordered by the Owners(s), not by the possessor of the Owner’s interest.

ARTICLE IX Prohibited Transactions

10.1 During the time of organization or existence of this Company, neither the Managing nor Non-Managing Owners shall do the following:

a. Use The Company name or any similar name, or any trademark/name adopted by The Company without a Manager's written permission:

b. Disclose to any non-Owner Company practices, trade secrets, or any other information not generally known to the business community;

c. Do any other act or deed with the intention of harming the business operations of BMV LLC;

d. Do any act contrary to this Owner and Membership Agreements except with the prior expressed approval of all Managers & Owners;

e. Do any act which would make it impossible to carry on the intended or ordinary business of the Company;

f. Confess a judgment against the Company;

g. Abandon or wrongfully transfer or dispose of Company property, real or personal; or,

h. Fraudulently admit -- or even attempt to admit -- another person or entity as a Manager or Non-Managing Owner.

10.2 The Managers shall not use, directly or indirectly, the assets of the Company for any purpose other than for carrying on the business of the Company, for the full and exclusive benefit of all its Owners with the exception of the offices which may be used to manage other businesses.

ARTICLE X Miscellaneous Provisions

11.1 This Agreement may be amended or modified by the Owners from time to time only by a written instrument executed by Owners owning collectively at least seventy-five percent (75%) in interest, not in number, in the Company.

11.2 Except, as may otherwise be specifically provided in this Agreement, all notices required or permitted under this Agreement shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties at the respective addresses set forth in Exhibit "A" or at such other addresses as may have been specified by written notice delivered in accordance with this paragraph.

11.3 This Agreement shall be construed under and in accordance with the laws of the Commonwealth of Massachusetts and all obligations of the parties created hereunder are performable in Berkshire County.

11.4 The parties covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effect and carry out the Company structured by this Agreement.

Owner's Signature:

__________________________________ Printed Name ________________________ Paid ________ Percent: _____% __________________________________ Printed Name ________________________ Paid ________ Percent: _____% __________________________________ Printed Name ________________________ Paid ________ Percent: _____% __________________________________ Printed Name ________________________ Paid ________ Percent: _____%

EXHIBIT 1

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR BERKSHIRE MEADOW VIEW LLC

LISTING OF MANAGERS

By a majority vote of the Owners (by Fractional Ownerships, not number of Ownership holders) the following Managers were elected to operate the Company pursuant to ARTICLE 4 of the Agreement:

Name _____________________________________ Title Chief Executive Manager

Address __________________________________________________________________________________________

Name _____________________________________ Title General Manager

Address __________________________________________________________________________________________

The above-listed Manager(s) will serve in their capacities until they are removed for any reason by a majority vote of the Members as defined by ARTICLE 4 or upon their voluntary resignation.

Signed and agreed this _______day of ________________________, 2018.

Signature of Member _______________________________ Printed Name __________________________

EXHIBIT 2

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR BERKSHIRE MEADOW VIEW LLC

LISTING OF MEMBERS As of the _____ day of ______________________, 2018

CERTIFICATION OF OWNERS: The undersigned hereby agree, acknowledge, and certify that the foregoing operating agreement is adopted and approved by each Owner, the Agreement consisting of ____ pages, constitutes, together with Exhibit 1, Exhibit 2 and Exhibit 3 (and others, if any), the Operating Agreement of Berkshire Meadow View LLC, doing business as TIARA EQUEST, adopted by the members as of _______________________, _______ 2018.

The following is a list of Owners of the Company:

Name_________________________________ Percent ______% Address ______________________________________________

Authorized by Manager(s) to provide Owner Listing as of this _____ day of ___________________, 2018.
Signature of Owner _________________________________ Signature of Owner __________________________________

Signature of Owner _________________________________ Signature of Owner __________________________________

EXHIBIT 3

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR BERKSHIRE MEADOW VIEW LLC

OWNER CONTRIBUTIONS

Pursuant to ARTICLE 2, the Owner' initial contribution to the Company capital is stated to be $______________________.

The description and each individual portion of this initial contribution is as follows: __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________

SIGNED AND AGREED this _____ day of ________________, 2018.

_____________________________________________________________________ Member Member _____________________________________________________________________ Member Member

EXHIBIT 4

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR BERKSHIRE MEADOW VIEW LLC

MISSION & GOALS

EXHIBIT 5

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR BERKSHIRE MEADOW VIEW LLC

Representations and Warranties of the Prospective Fractional Owner

Prospective Fractional Owner warrants and represents the following;

(a) that he/she/it understands the nature of Securities as defined by the Securities & Exchange Commission (SEC); (ii) the nature of registered and unregistered securities through Reg D, and (iii) the fractional sale of BMV LLC Memberships fits neither of the former categories , though no judgement has been rendered;

(b) that he/she/it accepts the sale of Fractional Ownerships as they are represented by the BMV LLC in its written words in this Owner's Agreement and separate Member's Agreement, plus that he/she/it will not challenge for any opinion other than the Company is offering Fractional Ownerships in its LLC for the purpose of buy-out the Founding Member on a one-for-one-basis, meaning that each membership bought is one less owned by the Founding Member whose intention is to sell all memberships as soon as possible;

(c) that he/she/it has been furnished with sufficient written information about The LLC, the Managers, and the property to allow him/her/it to make an informed decision prior to purchasing an Ownership in The LLC, and has been furnished access to any additional information that he/she/it may require;

(d) that he/she/it is purchasing the Ownership/s interest for his/her/its own account, for use and enjoyment, and with no present intention of distributing, reselling, pledging, or otherwise disposing of the Ownership;

(e) that he/she/it is a sophisticated buyer and the nature and the purchase amount that he/she/it agrees to make in Berkshire Meadow View’s (BMV) LLC is consistent with similar purchases, and that he/she/it has sufficient liquid assets to meet promptly all calls for additional contributions, if any, and to absorb the shortfall in operating expenses of BMV LLC;

(f) that he/she/it has either (i) had experience in business enterprises or purchases entailing the risk of a type or to a degree substantially similar to those entailed in a fractional purchase in the Company, or (ii) will obtain independent advice with respect to the fractional purchase in the Company;

(g) that he/she/it was fully familiar with the business proposed to be conducted by BMV LLC and with The Company's use and proposed use of the proceeds from the sale of Ownership interests... or, that he/she/it took it upon his/her/itself to become fully familiar with the business being conducted by the Company;

(h) that the offer and purchase of his/her/its interest in the Company have been made in the course of a negotiated transaction involving direct communication between the Owner and an authorized Manager/s of the Company.

(i) that he/she/it agrees to hold the Managers controlling the Company and their respective successors, assigns, or other controlling persons harmless and to indemnify them against all liabilities, costs, and expenses incurred by them as a result of any sale or distribution by him, her or it;

(j) that he or she is over 18 years of age.

PROSPECTIVE OWNER:

Name: ___________________________________________________

Address: ___________________________________________________

City, State, Zip:___________________________________________________

Phone: ______________________Fax: _________________________

E-mail: ___________________________________________________

Print Name: ___________________________________________________

Signature: ___________________________________________________

Date: ___________________________________________________

Witnessed: ___________________________________________________

Berkshire Meadow View, LLC

802 State Road/MA Route 41

Richmond, MA 01254 USA

413-698-3200

EXHIBIT 6

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR BERKSHIRE MEADOW VIEW LLC

Berkshire Meadow View LLC's

Registered Agent: F. Sydney Smithers

F. Sydney Smithers, Partner

Cain Hibbard & Meyers, PC

Pittsfield, MA

Tel (413) 443-7694
Fax (413) 443-7694
Direct Dial (413) 629-1304

fssmithers@cainhibbard.com

AREAS OF PRACTICE

Real Estate, Land Use & Environmental Law

Nonprofit Law

EDUCATION

Wharton School of Finance & Commerce, University of Pennsylvania, B.S., 1964

Boston University School of Law, J.D., 1970

BAR ADMISSIONS

Massachusetts

MEMBERSHIPS

American College of Real Estate Lawyers / Berkshire Bar Association / Real Estate Bar Association for Massachusetts
Massachusetts City Solicitors and Town Counsel Association

EXHIBIT 7

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR BERKSHIRE MEADOW VIEW LLC

List of Immediate Improvements

_____________________________

MEMBER AGREEMENT

Smithers

Berkshire Meadow View, LLC

presents for its entire sale of

(land -buildings - furniture - furnishings - equipment)

The Inn At Richmond And berkshireEQUESTian center

also known as

TIARA EQUESTtm