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HomeMy WebLinkAboutItem 04 - United Defense Tactical TO: HONORABLE MAYOR, CITY COUNCIL MEMBERS AND THE PLANNING AND ZONING COMMISSION FROM: BRUNO RUMBELOW, CITY MANAGER ERICA MAROHNIC, DIRECTOR, PLANNING SERVICES MEETING DATE: APRIL 15, 2025 SUBJECT: PLANNING SERVICES TECHNICAL REPORT OF CONDITIONAL USE APPLICATION CU25-M UNITED DEFENSE TACTICAL �- i I Grapevine Lake APPLICANT: Jonathan Caldwell—UDT Dallas Livtac, t t j Ooze Ra I LLC I 1 _ > I I � I 11 A. yak' I.H.1635 Northwest 1 PROPERTY LOCATION AND SIZE: \taE�� P� � 9? I The subject property is located at 1505 West State 1 Highway 114 and is platted as Block 1 , Lot 3R, I t sti irFW po Airport s Regency Center Addition (Grapevine). The planned Hall-Johnson 6 `m �� commercial center contains 5 lots for a total of ILJ 41 ° ' 12.543 acres. Lot 3R has 0.694 acre and has � I Glade Rd. approximately 42 feet of frontage along West State Highway 114. REQUESTED CONDITIONAL USE AND COMMENTS: The applicant is requesting a conditional use permit to amend the previously approved site plan CU01-17 (Ord. 2001-032)to allow the reconfiguration of the building located on Lot 6, remove the building located on Lot 5 and allow the development of Lots 5 and 6; and move the building located on Lot 2, ten feet to the northwest. This request is specifically to allow a Personal safety and defense class facility in an existing 5,200 square foot building. The applicant plans to use an existing building for membership-only personal safety and defense classes. The facility will feature three simulator rooms where members will have the opportunity to learn self-defense techniques using video simulations and props. Additionally, the facility will include a gym area for group fitness classes. No exterior changes to the building and site layout are being proposed with this request. PRESENT ZONING AND USE: The property is zoned "CC", Community Commercial District and is part of a planned commercial center and is developed as a multitenant center including Academy Sports and Best Buy. HISTORY OF TRACT AND SURROUNDING AREA: The subject site was zoned 1-1", Light Industrial District prior to the 1984 City-wide Rezoning. • On December 7, 1999, City Council approved conditional use permit CU99-67 (Ord. 1999-177)to allow for the development of a planned commercial center including a Best Buy • On January 16, 2001 , City Council approved conditional use permit C000-65 (Ord. 2001-03) to allow for development of Lots 2, 3, and 7 within a planned commercial center and to modify the landscape plan to incorporate off-site improvements. • On April 17, 2001 , City Council approved conditional use permit CU01-17 (Ord. 2021-032) to allow the reconfiguration of the building located on Lot 6, delete the building located on Lot 5 and allow the development of Lots 5 and 6; and move the building located on Lot 2 ten-feet to the northwest. • On October 16, 2001 , City Council approved conditional use permit CU01-56 (Ord. 2001-082)to allow the storage, possession, retail sale and on-premise consumption of alcoholic beverages (beer, wine, and mixed drinks) in conjunction with a restaurant. • On July 16, 2002, City Council approved conditional use permit CU02-27 (Ord. 2002-55)to expand the restaurant, located at 1501 West State Highway 114, Suite 100. • On October 21 , 2014, City Council approved conditional use permit CU14-40 (Ord. 2014-066) to allow for an increase in the building height in conjunction with an existing multi-tenant retail building. • On March 2, 2023, the Site Plan Review Committee approved conditional use permit CU23-03 to revise building elevations to include an external customer pick up vestibule with an awning, new fire pump room, and generator for Best Buy. SURROUNDING ZONING AND EXISTING LAND USE: NORTH: "CC", Community Commercial District — Sam's Club SOUTH: "CC", Community Commercial District — Nissan Dealership, Undeveloped DFW Airport Property EAST: West State Highway 114, "CC", Highway Commercial District — Grapevine Towne Center, CU25-08.4 2 planned commercial center WEST: Undeveloped, DFW Airport Property AIRPORT IMPACT: The subject tract is located within "Zone B" Middle Zone of Effect as defined on the"Aircraft Sound Exposure: Dallas/Fort Worth Regional Airport Environs" map. In "Zone B", the following uses may be considered only if sound treatment is included in the building design: multifamily apartments, motels, office buildings, movie theatres, restaurant, personal and business services. Single-family residential and sound sensitive uses such as schools and churches should avoid this zone. The applicant's proposal is an appropriate use in this noise zone. MASTER PLAN APPLICATION: Map 2: Land Use Plan of the Comprehensive Master Plan designates the subject property as a Commercial (CO) land use. The applicant's proposal is compliant with the Master Plan. THOROUGHFARE PLAN APPLICATION: The City of Grapevine's Thoroughfare Plan does not designate this portion of West State Highway 114. /If CU25-08.4 3 'I 0g0 2 1R1 1'ok S), c T{ ::. �9 1 1 : C LI SUBJECT PROPERTY 1 R1 ::::.•. ``:``. . 1.912 @ :::::: �7..:.:::::::::::::::::::::::::::::::::: � ................... ...... TR 7C ....::::::::::::::::::::::'�:::::::: 6.694 AC :.... ........ ...... ....... .......... TR 7B1 .92 AC 1R2 6.842 @ TR 7A1 5.659 AC TR 7A3 24.784 AC O AOQ 9 I^1o36 1A 1A2 Feet 0 120 240 360 480 ��� CU25-08; United Defense Tactical -T h; x s N 1505 West State Highway 114 w�E VIN s This data has been compiled by the City of Grapevine IT/GIS department.various official and unofficial sources were Date Prepared: 4/2/2025 used to gather this information.Every effort was made to ensure the accuracy of this data,however,no guarantee is given or implied as to the accuracy of said data. CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS Current or if unplatted, proposed subdivision name(s), Gross area of parcel (to nearest tenth of block(s), & lot s) acre) c o / 1 Sy Street front/a1ge &d/ista ce to nea est cr ss streetC Describe the Proposed Use Proposed Zoning Existing Zonin C %L �• z,�a��►k.�H4.� ( 1 s� Future Land Use Designation Subject Property Address 7o o s-t All Conditional Use Permit Requests are assumed to be complete when filed and will be placed on the agenda for public hearing at the discretion of staff. Based on the size of the agenda,your application may be scheduled to a later date. All public hearings will be opened and testimony given by applicants and interested citizenry. Public hearings may be continued to the next public hearing. Public hearings will not be tabled. Any changes to a site plan approved with a conditional use permit request can only be approved by City Council through the public hearing process. Any application for a change in zoning or for an amendment to the zoning ordinance shall have, from the date of submittal, a period of four months to request and be scheduled on an agenda before the Planning and Zoning Commission and City Council. If after said period of four months an application has not been scheduled before the Commission and Council said application shall be considered withdrawn, with forfeiture of all filing fees. The application, along with the required filing fee may be resubmitted any time thereafter for reconsideration. Delays In scheduling applications before the Planning and Zoning Commission and City Council created by city staff shall not be considered a part of the four-month period. I have read and understand all of the requirements as set forth by the application for a conditional use permit request and acknowledge that all requirements of this application have been met at the time of submittal. Ar Owner Name 4?22-,- ' S Owner Phone Number 3 Company ��✓ens?vi r,e .L L Address 31) .S f"k r,"ch'rZi-) Sirod Sul'?'P /le® City �r�c1, r�r7CLno/,`s State lnf Zip Code �z6�/ Email 2 LIAR 0 3 2025 Planning Services Department 200 S. Main Street• Grapevine, TX 76051 9817.410.3155 • hftps0JJit.1y1GranevinePlanning tladated axe 21,2024 CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS Project Representation (check one): 0 1 will represent the application myself, OR I hereby designate .i 4 L 0 t1Z L L (name of project representative)to act in the capacity as my agent for submittal, processing, representation, and/or presentation of this request. The designated agent shall be the principal contact person for responding to all requests for information and for resolving all issues of concern relative to this request. 1 hereby certify that I am the property owner of the property and further certify that the information provided on this development application is true and correct. I have selected the above submittal type and representation of my own volition a d no the request of the City of Grapevine. Property Owner's Signature Date 3 STATE OF: A d 1"c,-- COUNTYOF: 14"f f0h _ BEFORE ME a NotaryPublic on this day personally appeared mov k `S dtAkl nS � Y p Y (printed property owner's name) the above signed, who, under oath, stated the following: "I hereby certify that I am the property owner for the purposes of this application; that all information submitted herein is true and correct." SUBSCRIBED AND SWORN TO before me, this the '3rd day of UV-C 1-720 2s lbVitt- 2A4� NOTARY PUBLIC in and for the State of Texas RY P , RHONDA GULLEY Notary Public, State of Indiana Marion County Commission # 702939 ANP My Commission Expires JUI 18, 2025 �.uz y• 0% 3 Planning Services Department 200 S. Main Street• Grapevine, TX 76051 • 817.410,3155 •https�//bit.lylGrapevinePlannina Updated June 21,2024 CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS Project Representative Information (complete if designated by owner) o Engineer o Purchaser XTenant o Preparer o Other(specify) Name ITO- ZA Company tJ T & ..A4 Address 7O AI &,20 k- I/ City-la�ir.,� t)Ulyd State�_ Zip Code 7�c . Phon ( m Applicant's Signature Date STATE OF: COUNTY OF: � . C � BEFORE ME, a Notary public, on this day personally appeared ,. t- � ��l � ��Td (printed project representative name)the above signed, who, under oath, stated the following: "I hereby certify that I am the applicant for the purposes of this application; that all information submitted herein is true and correct." AAMIR SAJJAD SUBSCRIBED AND SWORN TO before me, this thety t Notary Public,State of Texas comm.Expires 02-03-2028 Notary ID 130522665 NO r LIC in and for the State of Texas If the legal owner of the property is a corporation, company, partnership,or Limited Liability Company, provide a copy of a legal document attached with this application showing that the individual signing this document is a duly authorized partner, officer, or owner of said corporation, partnership,or Limited Liability Company. For any individual or organization who consents to act as an agent for the entity for purposes of receiving any process, notice or demand: Entity Name or File Number: lei/:G rnipvilie L Provide a most recent public information report that includes: 1. All general partners 2. File Number 3: Registered agent name 4. Mailing address (You may order a copy of a Public Information Report from open.records@cpa.texas.gov or Comptroller of Public Accounts,Open Records Section,PO Box 13528,Austin,Texas 78711 or go to htlps://mycpa.cpa.state.tx.us/coa/search.do) 4 Planning Services Department 200 S. Main Street• Grapevine, TX 76051 a 817.410.3155 • https-//bit.IWGrapevinePlannina Updated,Lne21,2024 CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS PLATTING VERIFICATION: To be filled out by the Public Works & Engineering Department at time of submittal ❑ It has been determined that the property described below does require platting or replatting and the applicant has been instructed on this procedure. ❑ It has been determined that the property described below is currently platted or does not require platting or replatting at this time. Address of subject property Legal description of subject property 4ZeG*NGY CUNT Public Works Department Date MAP P 9?02 CU25 -0% 5 Planning Services Department 200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 • https://bit.ly/GrapeevinePlanninq Updated June 21,2024 Project Narrative United Defense Tactical of Grapevine is a Veteran and Law Enforcement owned business. Our location will be in the Grapevine Crossing shopping center, where we will be taking over and refurbishing a vacant structure next to Best Buy, at 1505 w state Highway 114 in Grapevine. UDT believes safety is a fundamental human need. We all desire and deserve to feel secure in our work, play, exploration, and relaxation. This sense of security extends to our communities, homes, and families. We have developed a unique simulator-based instruction system that provides a 100% safe and controlled training environment, free of live firearms. This approach eliminates the fear associated with traditional training, allowing our clients — regardless of skill level — to focus on essential aspects such as situational awareness, de-escalation techniques, personal self-defense, and understanding the laws surrounding violent encounters. United Defense Tactical was founded on this commitment to safety and empowerment. We're driven by the confidence that our training can equip individuals to protect what matters most to them. Our purpose is to instill this confidence in our students and help our communities safely prepare for any situation. Sincerely, The United Defense Tactical Team MAR 0 32025 CL4215 - 0% Here is the information you requested about the new facilities: * **Gym Area:** This area will be used for small group fitness and martial arts-style work, accommodating classes of 5-7 people. It's for small group personal training only. The equipment will be limited to mats for the floor and boxing punching bags. * **UDT Membership and Class Sign-Up:** UDT operates on a membership-only basis. Interested individuals should contact our office to set up a personal demo of our training and then sign up in person. Class sizes are typically 5-7 people, with no more than 2 classes running simultaneously. * **Shop:** The "Shop" is essentially our workshop, housing our workbench, tools, paper product storage, and simulator components, this is also where our simulated weapons will be...ie Rubber knives, foam clubs, Plastic guns, as well as our laser light emitting pistols that work with the simulator screens. UDT Strictly Prohibits ALL real firearms or ammunition to be on any of our properties. * **On-Staff Employees:** We will have 3 salespeople, 2 instructors, and I full-time, and 1part- time front desk customer service person. * **Existing Locations:** We are a franchisee and have purchased the rights to the entire metroplex. Our Grapevine location is the first of seven we plan to open. There are existing locations, including the corporate office in Costa Mesa, California, and 2-3 other franchise locations in other states. * **Type of Simulations:** We have over 50k pre-recorded video simulations. Everything from Carjacking, Being mugged on a jog, Home Invasion, Fights, Kidnapping, etc etc. The student is in front of a large screen and is coached through how to de-escalate these situations and also how to handle them if that does not work. The simulations focus on situational awareness, De- escalation, use of force laws, etc etc. I hate to use this explanation but it is much like a video game but in a very real life situation with very well trained instructors and high tech equipment. In the Range Room students will stand in front of various targets where they will shoot rubber projectiles at the targets to learn Stance, Grip, Safety rules etc etc . The projectiles only come out of the simulated weapon with enough force to go through a paper target. So the safety of this type training is second to none. * **Hours of Operation:** Our hours of operation are from 9 am to 7 pm. Best regards, Jonathan Metes & Bounds WHEREAS. The Don Davis Property Co. Lid. is the owner of a 12.542 acres tract of land in the A. Foster Survey. Abstract Number 518, situated in the City of Grapevine Tarrant County Texas and being a portion of those tracts described in Volume 12995 Page 223 and volume 12590, Page 517, of the Deed Records of Tarrant County Texas and being more particularly described as one tract as follows: BEGINNING at a" iron pin found in the southerly line of Ira E. Woods Boulevard (State Highway 26) for the most westerly corner of said tract recorded in volume 12995 Page 223, said pin lying in a curve. concave to the south, having a radius of 1828.86 feet, and a long curve which bears 29163 feet. North 75 degrees 15 minutes 54 seconds East: THENCE Northeasterly dong the south Irae of Ira E. Woods Boulevard and along said curve passing through a central angle of 09 degrees 08 minutes 45 seconds a distance of 29194 feet to an iron pin found: THENCE North 82 degrees 32 minutes 30 seconds East a distance of 269.38 feet to a 5/8 iron pin found: THENCE South 77 degrees 02 minutes 04 seconds East a distance of 77.66 feet to a iron pin found at the beginning of a curve, concave to the southwest having a radius of 267.71 feet along curve which bears 262.03 feet south 47 degrees 1 minute 40 seconds east: THENCE Southeasterly along said curve passing through a central angle of 58 degrees 36 minutes 04 seconds a distance of 273.81 feet to a 5/8' iron pin found at the end of said curve and at the beginning of another curve, concave to the east having a radius of 649.96 feet and along a curve which bears 303.97 feet south 31 degrees 57 minutes 10 seconds east. THENCE Southerly along the easterly line of state highway 114 and along said curve passing through a central angle of 27 degrees 02 minutes 45 seconds, a distance of 306.81 feet to a Texas highway dept concrete monument found at the end of said curve THENCE South 44 degrees 59 minutes 13 seconds east a distance of 260.01 feet continuing down the easterly line of state highway 114 to a 5/8" iron pin found with a cap marked "SEMPCO INC" THENCE South 44 degrees 59 minutes 47 seconds west a distance of 515.18 feet to a 5/8" iron pin found with a cap marked "SEMPCO INC" THENCE North 41 degrees 44 minutes 50 seconds West o distance of 1196.92 feet to the point of beginning said described tract containing 12.542 acres of land MAR 0 3 zuzi 0$ DocuSign Envelope ID:6ED6B1C8-54D2-40FC-823A-1994BACBA101 WRITTEN CONSENT OF THE SOLE MEMBER OF THE LIMITED LIABILITY COMPANIES IDENTIFIED ON EXHIBIT A TO ACTION WITHOUT A MEETING The undersigned, being the sole member of the limited liability companies listed in Exhibit A (the "Entities"), hereby consents that the following actions may be, and the same hereby are,taken without the necessity of a meeting: RESOLVED, that the following persons ("Officers") are hereby elected to the offices shown opposite their respective names, of each entity to hold such offices until their successors are duly elected and qualified: John A. Kite: Chairman and Chief Executive Officer Thomas K.McGowan: President and Chief Operating Officer Heath R. Fear: Executive Vice President and Chief Financial Officer Mellissa Boggs: Executive Vice President of Employee Experience Jason Colton: Senior Vice President, Capital Markets and Investor Relations Robert G. Solloway: Senior Vice President,Head of Transaction Legal David Buell: Senior Vice President, Chief Accounting Officer Mark S. Jenkins: Senior Vice President,Development Gregg S. Poetz: Senior Vice President,Leasing Neil D. Burka: Senior Vice President, Property Management Ann M. Hult Vice President and Corporate Secretary RESOLVED,that any individual previously appointed or elected to any office for any Entity,to the extent such appointment is not set forth above, is hereby removed RESOLVED FURTHER, that any and all acts taken, and any and all agreements or other instruments executed, on behalf of the Entities by any officer of the Entities prior to the execution hereof be, and they hereby are, ratified, confirmed, adopted and approved; ankR 0 3 2025 C u2y -01 DocuSign Envelope ID:6ED6BiC8-54D2-40FC-823A-1994BACBA101 RESOLVED FURTHER, that this Consent be in lieu of a meeting of the Entities and shall be filed in the record book of the Entities. IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of May 9, 2022. KITE REALTY GROUP,L.P. By: Kite ReUj",jQZgyp Trust, its general partner o's}l B P d�f /4 V Vl Robert . Solloway Senior Vice President, Legal 2 DocuSign Envelope ID:6ED6B1C8-54D2-40FC-823A-1994BACBA101 EXHIBIT A—LIST OF ENTITIES 116 & Olio,LLC Brentwood Land Partners, LLC Glendale Centre,L.L.C. Kite Acworth Management Kite Kokomo Management, LLC Kite Eagle Creek,LLC Kite Greyhound III, LLC Kite Greyhound,LLC Kite King's Lake, LLC Kite Realty Holding, LLC Kite San Antonio, LLC Kite Washington Parking, LLC Kite Washington, LLC Kite West 86th Street II,LLC Kite West 86th Street,LLC KRG 116 Legacy, LLC KRG Acworth Stilesboro, LLC KRG Ashburn Loudoun, LLC KRG Ashburn Loudoun Uptown, LLC KRG Ashwaubenon Bay Park,LLC KRG Avondale McDowell, LLC KRG Bay Shore Gardiner,LLC KRG Bayonne Urban Renewal, LLC KRG Belle Isle, LLC KRG Bennet Knoll, LLC KRG Bradenton Centre Point,LLC KRG Bridgewater, LLC KRG Canton Paradise,LLC KRG Capital,LLC KRG Capital Centre II, LLC KRG Castleton Crossing, LLC KRG Cedar Park Town Center,LLC KRG Centre,LLC KRG Centre at Laurel,LLC KRG Chapel Hill Shopping Center,LLC KRG Charlotte Northcrest,LLC KRG Charlotte Perimeter Woods, LLC KRG Chicago Ashland,LLC KRG Chicago Ashland I, LLC 3 DocuSign Envelope ID:6ED6B1C8-54D2-40FC-823A-1994BACBA101 KRG Chicago Ashland Land, LLC KRG Chicago Brickyard,LLC KRG CDP Management,LLC KRG College I,LLC KRG College,LLC KRG Colleyville Downs,LLC KRG Construction,LLC KRG Cool Creek Management,LLC KRG Cool Creek Outlots,LLC KRG Coram Plaza,LLC KRG Corner Associates, LLC KRG Covington Newton Crossroads, LLC KRG Courthouse Shadows I, LLC KRG Courthouse Shadows 11, LLC KRG Cumming Green's Corner, LLC KRG Dallas Lincoln Park,LLC KRG Dallas Paradise, LLC KRG Darien SPE, LLC KRG Daytona Management I1,LLC KRG Daytona Outlot Management, LLC KRG Dayville Killingly Member 11,LLC KRG Delray Beach, LLC KRG Development,LLC KRG Draper Crossing,LLC KRG Draper Peaks,LLC KRG Draper Peaks Outlot, LLC KRG Duluth John's Creek,LLC KRG Eagle Creek III, LLC KRG Eagle Creek IV, LLC KRG Eastgate Chapel Hill, LLC KRG Eastgate Pavilion, LLC KRG Eastwood, LLC KRG Eddy Street FS Hotel,LLC KRG Eddy Street Land Management,LLC KRG Eddy Street Land, LLC KRG Eddy Street Land 11,LLC KRG Eddy Street Land IJl,LLC KRG Estero,LLC KRG Euless,LLC KRG Evans Mullins,LLC KRG Evans Mullins Outlots, LLC KRG Falls Church Merrifield, LLC KRG Falls Church Merrifield II, LLC KRG Fishers Station, LLC KRG Fordham Place Office,LLC 4 DocuSign Envelope ID:6ED6B1C8-54D2-40FC-823A-1994BACBA101 KRG Fordham Place Retail,LLC KRG Fort Myers Colonial Square, LLC KRG Fort Wayne Lima, LLC KRG Fort Wayne Lima Outlot, LLC KRG Fullerton Metrocenter, LLC KRG Fullerton Metrocenter Land, LLC KRG Gaithersburg Downtown Crown, LLC KRG Galveston Galvez,LLC KRG Glendale Centre Apartments Member, LLC KRG Glendale Outlot D, LLC KRG Glendale Peoria I,LLC KRG Glendale Peoria II,LLC KRG Greencastle, LLC KRG Gurnee,LLC KRG Hagerstown,LLC KRG Hamilton Crossing Management,LLC KRG Hamilton Crossing,LLC KRG Hecht, LLC KRG Houston Royal Oaks Village III,LLC KRG Hunter's Creek,LLC KRG Indian River, LLC KRG Indian River Outlot, LLC KRG Issaquah Heritage, LLC KRG ISS LH Outlot,LLC KRG ISS,LLC KRG Irving MacArthur II,LLC KRG Jacksonville Julington Creek, LLC KRG Jacksonville Julington Creek II, LLC KRG Kingwood Commons,LLC KRG Kissimmee Pleasant Hill, LLC KRG Lake City Commons,LLC KRG Lake City Commons U, LLC KRG Lake Mary,LLC KRG Lakewood, LLC KRG Lakewood II,LLC KRG Lansing Eastwood, LLC KRG Lawrenceville Simonton, LLC KRG Leesburg Fort Evans, LLC KRG Lithia,LLC KRG Management, LLC KRG Mansfield, LLC KRG Market Street Village I, LLC KRG Market Street Village II, LLC KRG Marysville,LLC KRG McDonough Henry Town, LLC 5 DocuSign Envelope ID:6ED6BiC8-54D2-40FC-823A-1994BACBA101 KRG McKinney Stonebridge, LLC KRG Merrimack Village,LLC KRG Miami 10 Street II,LLC KRG Middletown Fairgrounds Plaza,LLC KRG Miramar Square, LLC KRG Naperville Main,LLC KRG Naperville Main North,LLC KRG Naperville Management,LLC KRG Naperville,LLC KRG Newcastle Coal Creek,LLC KRG New Hill Place,LLC KRG New Hyde Park Marcus, LLC KRG Newnan Crossing II, LLC KRG Nora Plaza,LLC KRG Norman University, LLC KRG Norman University lI,LLC KRG Norman University III,LLC KRG North Carolina Sales,LLC KRG North Richland Hills Davis, LLC KRG Northdale,LLC KRG Oak Brook Promenade I, LLC KRG Oklahoma City Silver Springs,LLC KRG Oldsmar,LLC KRG Oleander,LLC KRG Ontario 4th Street, LLC KRG Orange City Saxon, LLC KRG Oswego Douglass, LLC KRG Palm Coast Landing,LLC KRG Pan Am Plaza, LLC KRG Pan Am Plaza Garage,LLC KRG Park Place,LLC KRG Parkside 1,LLC KRG Parkside 11,LLC KRG Peakway at 55, LLC KRG Pebble Marketplace, LLC KRG Pembroke Pines,LLC KRG Pine Ridge,LLC KRG Phoenix,LLC KRG Phoenix Arcadia Village, LLC KRG Plano Acquisitions, LLC KRG Plaza Green, LLC KRG Port St. Lucie Landing,LLC KRG Port St. Lucie Square,LLC KRG Portofino, LLC KRG Rampart,LLC 6 DocuSign Envelope ID:6ED6B1C8-54D2-40FC-823A-1994BACBA101 KRG Redmond Avondale, LLC KRG Reisterstown Plaza Associates, LLC KRG Renton North Benson,LLC KRG Richardson Eastside,LLC KRG Riverchase,LLC KRG Rivers Edge II,LLC KRG Rivers Edge, LLC KRG San Antonio Huebner Oaks, LLC KRG San Antonio La Plaza Del Norte, LLC KRG Shops at Moore Member, LLC KRG Shops at Moore II,LLC KRG South Elgin Commons, LLC KRG Southlake, LLC KRG Southlake Land,LLC KRG Spokane Northpointe, LLC KRG Tacoma South I,LLC KRG Temecula Commons, LLC KRG Temple Terrace Member,LLC KRG Territory Member,LLC KRG Toringdon Market,LLC KRG Town and Country Manchester,LLC KRG Towson Circle,LLC KRG Towson Square Parking,LLC KRG Traders Management, LLC KRG Tucson Corner, LLC KRG-USCRF Retail Portfolio Member, LLC KRG Vero,LLC KRG Vienna Tysons,LLC KRG Virginia Beach Landstown Outlot,LLC KRG Washington Management,LLC KRG Waterford Lakes, LLC KRG Waxahachie Crossing LP, LLC KRG Waxahachie Crossing GP, LLC KRG Whitehall Pike Management, LLC KRG White Plains City Center Member II, LLC KRG White Plains Garage,LLC KRG Wilmette Plaza Del Lago, LLC KRG Woodinville Plaza,LLC KRG Woodruff Greenville, LLC KRG Worcester Lincoln Plaza,LLC KRG Yorktown AMC SPE, LLC 3503 RP Ashburn Loudoun Apartments,L.L.C. 3503 RP Carillon IA Apartment,L.L.C. 3503 RP Cedar Hill Pleasant Run GP, L.L.C. 7 DocuSign Envelope ID:6ED6BiC8-54D2-40FC-823A-1994BACBA101 3503 RP Cedar Hill Pleasant Run LP, L.L.C. 3503 RP Charleston North Rivers, L.L.C. 3503 RP Coppell Town GP,L.L.C. 3503 RP Coppell Town LP, L.L.C. 3503 RP Dallas Lincoln Park GP,L.L.C. 3503 RP Dallas Lincoln Park LP, L.L.C. 3503 RP Denton Crossing GP, L.L.C. 3503 RP Denton Crossing LP,L.L.C. 3503 RP High Ridge, L.L.C. 3503 RP Houston Sawyer Heights GP,L.L.C. 3503 RP Memphis Winchester, L.L.C. 3503 RP Plano Investments, L.L.C. 3503 RP Southlake Corners Kimball GP,L.L.C. 3503 RP Waco Central GP, L.L.C. 3503 RP Waco Central LP,L.L.C. 3503 RP Wesley Chapel Northwoods,L.L.C. 3503 RPK Ashburn Loudoun JV,L.L.C. 3503 RPK Ashburn Loudoun Property,L.L.C. Bel Air Square LLC Capital Centre LLC Denville Union Hill, L.L.C. Gateway Village LLC Inland Western Orange 440 Boston, L.L.C. Inland Western Seattle Northgate North,L.L.C. IWR Protective Corporation Noblesville Partners,LLC One Loudoun Downtown Lender,L.L.C. Property Tax Advantage Advisors,LLC RPAI Austin Mopac GP, L.L.C. RPAI Austin Mopac LP, L.L.C. RPAI Bangor Broadway,L.L.C. RPAI Butler Kinnelon, L.L.C. RPAI Canton Paradise Outlot,L.L.C. RPAI Chantilly Crossing, L.L.C. RPAI Clear Lake Clear Shores GP, L.L.C. RPAI Clear Lake Clear Shores LP, L.L.C. RPAI College Station Gateway GP, L.L.C. RPAI College Station Gateway II GP, L.L.C. RPAI College Station Gateway II LP,L.L.C. RPAI College Station Gateway III,L.L.C. RPAI College Station Gateway LP,L.L.C. RPAI Continental Rave Houston,L.L.C. RPAI Cypress Mill, L.L.C. RPAI Euless GP, L.L.C. 8 DocuSign Envelope ID:6ED6B1C8-54D2-40FC-823A-1994BACBA101 RPAI Euless LP, L.L.C. RPAI Fort Myers Page Field, L.L.C. RPAI Frisco Parkway GP,L.L.C. RPAI Frisco Parkway LP,L.L.C. RPAI Galveston Galvez GP,L.L.C. RPAI Galveston Galvez LP, L.L.0 RPAI Georgetown Rivery GP,L.L.C. RPAI Georgetown Rivery LP,L.L.C. RPAI Grapevine GP, L.L.C. RPAI Grapevine LP, L.L.C. RPAI Houston New Forest, L.L.C. RPAI Houston Royal Oaks Village II GP, L.L.C. RPAI Houston Royal Oaks Village II LP,L.L.C. RPAI Houston Sawyer Heights, L.L.C. RPAI Humble Humblewood GP, L.L.C. RPAI Humble Humblewood LP, LLC RPAI I DST RPAI II DST RPAI Irving GP, L.L.C. RPAI Irving LP,L.L.C. RPAI Kingsport East Stone,L.L.C. RPAI Lake Worth Towne Crossing GP, L.L.C. RPAI Lake Worth Towne Crossing LP, L.L.C. RPAI Mansfield GP,L.L.C. RPAI Mansfield LP, L.L.C. RPAI McKinney Stonebridge GP, L.L.C. RPAI McKinney Stonebridge LP,L.L.C. RPAI Newnan Crossing,L.L.C. RPAI Newport News Jefferson, L.L.C. RPAI North Richland Hills Davis GP, L.L.C. RPAI North Richland Hills Davis LP, L.L.C. RPAI Northwest Management, LLC. RPAI Oswego Gerry Centennial,L.L.C. RPAI Pelham Manor,L.L.C. RPAI Pittsburgh William Penn Member 11 DST RPAI Round Rock Forest Commons GP,L.L.C. RPAI Round Rock Forest Commons LP,L.L.C. RPAI San Antonio GP, L.L.C. RPAI San Antonio HQ GP, L.L.C. RPAI San Antonio HQ LP,L.L.C. RPAI San Antonio Huebner Oaks GP, L.L.C. RPAI San Antonio Huebner Oaks LP,L.LC. RPAI San Antonio LP,L.L.C. RPAI Seekonk Power Center, L.L.C. 9 DocuSign Envelope ID:6ED6B1C8-54D2-40FC-823A-1994BACBA101 RPAI Severn, L.L.C. RPAI Southlake Corners Kimball, L.L.C. RPAI Southlake GP,L.L.C. RPAI Southlake LP, L.L.C. RPAI Southwest Management Holding LLC RPAI Sugar Land Colony GP,L.L.C. RPAI Sugar Land Colony LP,L.L.C. RPAI Tallahassee Governor's One, L.L.C. RPAI Tampa Walters,L.L.C. RPAI Towson Square, L.L.C. RPAI Watauga GP, L.L.C. RPAI Watauga LP,L.L.C. RPAI Westbury Merchants Plaza, L.L.C. RPAI Western Management LLC Splendido Real Estate,LLC The Shops at Legacy(RPAI)Mezz, L.L.C. Town Square Ventures III GP,L.L.C. Town Square Ventures III LP,L.L.C. Town Square Ventures IV GP,L.L.C. Town Square Ventures IV LP, L.L.C. Town Square Ventures V GP, L.L.C. Town Square Ventures V LP, L.L.C. Western Town Square Ventures GP, L.L.C. Western Town Square Ventures I GP, L.L.C. Western Town Square Ventures LP, L.L.C. Westfield One,LLC 10 Corporations Section ���F 0- Jane Nelson P.0.13ox 13697 ��,�� ?� Secretary of State Austin,Texas 78711-3697 `� 1 Office of the Secretary of State CERTIFICATE OF FILING OF UDT Dallas Liv Tac LLC File Number: 805693676 The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic Limited Liability Company (LLC) has been received in this office and has been found to conform to the applicable provisions of law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below. The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law Dated: 09/04/2024 Effective: 09/04/2024 f / Jane Nelson Secretary of State MAR 0 3 2025 5 "01 LU2 Come visit ass on the internet at https:11www.sos.texas.gov/ Phone: (512) 463-5555 Fax: (512)463-5709 Dial: 7-1-1 for Relay Services Prepared by: Donna Grant TID: 10306 Document: 1399531510002 Corporations Section %��E 0 _ Jane Nelson P.O.Box 13697 /-, \ Secretary of State Austin,Texas 78711-3697 ��� NJX Ix! Office of the Secretary of State September 05, 2024 Attn: Live Tactically LLC Live Tactically LLC 1165 S Stemmons Fwy, STE 154 Lewisville, TX 75067 USA RE: UDT Dallas Liv Tac LLC File Number: 805693676 It has been our pleasure to file the certificate of formation and issue the enclosed certificate of filing evidencing the existence of the newly created domestic limited liability company (llc). Unless exempted, the entity formed is subject to state tax laws, including franchise tax laws. Shortly, the Comptroller of Public Accounts will be contacting the entity at its registered office for information that will assist the Comptroller in setting up the franchise tax account for the entity. Information about franchise tax, and contact information for the Comptroller's office, is available on their web site at https://window.state.tx.us/taxinfo/franchlse/index.html. The entity formed does not file annual reports with the Secretary of State. Documents will be filed with the Secretary of State if the entity needs to amend one of the provisions in its certificate of formation. It is important for the entity to continuously maintain a registered agent and office in Texas. Failure to maintain an agent or office or file a change to the information in Texas may result in the involuntary termination of the entity. If we can be of further service at any time, please let us know Sincerely, Corporations Section Business & Public Filings Division (512) 463-5555 Enclosure Conte visit cis oil the i»ternetathttps:'.'x�ivii,.so.s.texas.goi;I Phone: (512)463-5555 Fax: (512)=463-5709 Dial: 7-1-1 for Relay Services Prepared by: Dom-ki Grant TID: 10285 Document: 1399531510002 W t C I 0 « ' EF 0CD 41 W a•Y��� �Y+y �— y+1 �, L o F— CL ui a ca 40 t ! as c� 0 ca ... 0z � L Im z ua ca : AMENDED & RESTATED COMPANY AGREEMENT OF UDT DALLAs Liv TAc LLC (A Texas LIMITED LIABILITY COMPANY in the United States of America) THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT ON DELIVERY TO THE LLC OF AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGER OF THE LLC THAT REGISTRATION IS NOT REQUIRED FOR THE TRANSFER, OR SUCH OTHER EVIDENCE SATISFACTORY TO THE MANAGER THAT THE TRANSFER IS NOT IN VIOLATION OF THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THE SALE, PLEDGE OR OTHER TRANSFER OF THESE SECURITIES IS ALSO SUBJECT TO THE RESTRICTIONS SET FORTH IN THIS DOCUMENT. LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF UDT DALLAS Liv TAc LLC A TEXAS LIMITED LIABILITY COMPANY DATED AS OF 9/4/2024 This Agreement (the "Agreement") is made and entered into and effective as of this the the fourth day of September, 2024, by and among Jonathan Caldwell, and Wolfe Holdings SLLC (hereinafter referred to as "Members"), and UDT Dallas Liv Tac LLC a Texas Limited Liability Company (hereinafter referred to as the "LLC") and Jonathan Caldwell (hereinafter referred to as the "Manager"). RECITALS The Members have formed a Limited Liability Company named UDT Dallas Liv Tac LLC a Texas Limited Liability Company under the laws of the State of Texas (hereinafter referred to as the "LLC"). The Certificate of Formation was filed on September 4, 2024, with the Secretary of State of the State of Texas (hereinafter referred to as "Certificate of Formation"). In consideration of the covenants and the promises made herein, the parties hereby agree as follows: SECTION 1 DEFINITIONS (Other definitions may be set out in the text of this Agreement) 1.1 "Agreement"means this Limited Liability Company Operating Agreement, as amended. 1 1.2 "Available Cash" means all cash funds of the LLC on hand from time to time (other than cash funds obtained as contributions to the capital of the LLC by the Members and cash funds obtained from loans to the LLC) after: (1) payment of all operating expenses of the LLC as of such time, (ii) repayment of advances as set forth in Section 4.6 herein, and (iii) provision for a working capital reserve equal to two months operating costs inclusive of debt servicing. 1.3 "Certificate of Formation" means the Certificate of Formation which was filed on October 16, 2019, with the Secretary of State of the State of Texas for the purpose of forming this LLC. 1.4 "Code" means the Internal Revenue Code of 1986, as amended. 1.5 "Capital Contribution"means any contribution of value, including but not limited to cash, property, assets, etc., by a Member to the capital of the LLC. 1.6 "Financial Interest" means a right to share in the profits, losses, incomes, expenses, or other monetary items and to receive distributions and allocations from the LLC. 1.7 "LLC" means UDT Dallas Liv Tac LLC, a Texas Limited Liability Company organized under the laws of the State of Texas. 1.8 "LLC Interest" or "Interest" means an ownership interest in the LLC, which includes the Financial Interest, the right to vote, the right to participate in management, and the right to obtain information concerning the LLC and any other rights granted to a Member under the Articles of Organization or this Agreement. 1.9 "Manager" or "Managers" means the person(s), if any, elected, appointed, or otherwise designated in accordance with this Agreement to manage and operate the LLC. 1.10 "Member" means any person or entity who owns any interest in this LLC, is a party to this Agreement and is accepted as a member pursuant to this Agreement but does not include any person who holds only a Financial Interest as a result of an involuntary transfer or assignment or a transfer or assignment in violation of this Agreement. 1.11 "Property" means any and all assets, in whole or in part, of the LLC, both tangible and intangible. 1.12 "Statute" means the Texas Limited Liability Company Act, as amended. SECTION 2 FORMATION 2.1 Formation of the LLC. The Members have formed the LLC pursuant to the laws of the State of Texas by filing the Articles of Organization with the Secretary of State. 2 2.2 Name. The name of the LLC is UDT Dallas Liv Tac LLC. The Members shall operate the business of the LLC under such name or use such other names as the Members may deem necessary provided that such names do not violate the law. 2.3 Principal Office. The LLC's original business address will be 1165 S Stemmons Fwy; 154: Lewisville, TX 75006 or any other location mutually agreed upon by the Members. If the principal office is located outside the state of organization, and the LLC has one or more business offices in the state of organization, the Managers shall fix and designate a principal business office in the state of organization. Branch or subordinate offices may be established at any time and at any place as the Managers may determine. 2.4 Term. The LLC will continue to exist until terminated or dissolved in accordance with its Certificate of Formation or this Agreement. 2.5 Business Purpose. The purpose of the LLC is software development. 2.6 Registered Agent. The LLC's registered agent will be Jonathan Caldwell, AT 1165 S Stemmons Fwy; 154: Lewisville, TX 75006 or any other person or entity with an office in the state of organization as determined by the Members. 2.7 Registered Office. The LLC's registered office will be 19534 n 71 st Ave Glendale, AZ 85308. SECTION 3 MEMBERSHIP 3.1 Initial Members. The initial Members of the LLC are those persons set forth in this Agreement in the body of this Agreement. 3.2 Additional Members. Additional persons or entities may be admitted to the LLC as Members, and LLC Interests may be issued to those additional Members, upon the unanimous consent of the current (initial) Members and on such terms and conditions as determined by the Members and in accordance with the Articles of Organization and this Agreement. All new Members must sign a copy of this Agreement and agree to be bound by the terms of this Agreement. 3.3 Liability to Third Parties. No Member shall be liable for the debts, obligations or liabilities of the LLC to a third party unless the Member agrees in writing to be liable. 3.4 Authority. No Member has the authority or power to act for or on behalf of, to bind, or to incur any liability on behalf of the LLC except as provided in this Agreement. 3.5 Withdrawal. No Member has the right to withdraw from the LLC as a Member except as provided in this Agreement. However, a Member has the power to withdraw but such withdrawal shall be deemed a breach of this Agreement. If a Member does exercise such power of withdrawal in breach of this Agreement, the withdrawing Member shall be liable to the LLC and the other Members for all monetary damages as a result of the breach, including but not limited to direct, indirect, incidental, and consequential 3 damages. The LLC and the other Members shall not have the right to prevent the withdrawing Member from withdrawing through the use of an injunction or otherwise. This paragraph does not affect Members who die or become totally disabled. Withdrawing Member shall not be able to withdraw his Capital Account until dissolution of the LLC. 3.6 Compensation. No Member shall be granted a fee, commission or salary without the unanimous consent of the Initial Members. SECTION 4 CAPITAL ACCOUNTS 4.1 Initial Contributions. The initial Members shall receive the following LLC Interest: Name LLC Interest 1. Jonathan Caldwell 19.01% 2. Wolfe Holdings, SLLC 80.01% Total 100 % 4.2 Advances by Members. Members may, at any time, advance moneys to the LLC. An advance is a loan from the Member to the LLC and shall bear interest at the agreed interest rate of 12% per annum, non-compounding. An advance is not a Capital Contribution. 4.3 Preemptive Rights. Each Member of the LLC shall be entitled to full preemptive or preferential rights, as such rights are defined by law, to subscribe for or purchase his or her proportional part of any additional or future LLC Interests which may be issued by the LLC. 4.4 Return of Capital. No member shall have the right to withdraw or obtain a return of any capital contribution except as provided in this Agreement. The return of a member's capital contribution may not be withdrawn in the form of property other than cash except as provided in this Agreement. SECTION 5 ALLOCATION OF PROFITS AND LOSSES AND DISTRIBUTIONS 5.1 Determination of Profits and Losses. Profits and losses shall mean net income and net loss as determined by the books and records of the LLC which shall be kept in accordance with generally accepted accounting principles and the Code. 5.2 Allocations. Except as provided in the Code, all items of income, revenues, deductions, gain, and loss shall be allocated pro-rata in accordance with a Member's LLC Interest. 4 5.3 Oualified Income Offset. Notwithstanding the above, if a Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4), (5) or (6) or any amendment thereto, or receives an allocation of loss which produces a negative capital account for any Member while any other Member has a positive capital account, then items of LLC income shall be specially allocated to such Member such that the deficit Capital Account is eliminated. This paragraph is intended to constitute a "qualified income offset" within the meaning of Treasury Regulation § 1.704-1(b)(2)(ii)(d). 5.4 Minimum Gain Chargeback. Notwithstanding the above, if there is a net decrease in LLC "minimum gain" during a taxable year, each Member shall be specially allocated, before any other allocation, items of income and gain for such taxable year (and, if necessary, subsequent years) in proportion to each Member's share of the net decrease in LLC "minimum gain" as determined in accordance with Treasury Regulation § 1.704-2(g)(2). This paragraph is intended to comply with the "minimum gain chargeback"provisions of Treasury Regulation § 1.704-2(f). 5.5 Section 704(c) Allocation. Notwithstanding the above, to the extent that Code § 704(c) is applicable to any item of income, gain, loss, and deduction with respect to any property (other than cash) that has been contributed by a Member and which is required to be allocated to such Member for income tax purposes, the item shall be allocated to such Member in accordance with Code § 704(c). 5.6 Non-Cash Distributions. Whenever a distribution provided for in this Section 5 shall be payable in property other than cash, the value of such distribution shall be deemed to be the Gross Asset Value of such property. 5.7 Distributions. Except as otherwise provided herein, distributions of Available Cash or otherwise shall be distributed to the Members in proportion to their Interests upon a Majority vote of the members so long as the LLC retains sufficient funds in order to develop and expand the business of the LLC. For the first Ninety (90) days from closing of the sale of the assets of UDT Dallas Liv Tac LLC, no member shall be entitled to a distribution. After Ninety (90) days, the Members will vote on distributions as a whole including separate distributions to Members performing specific advantageous tasks for the LLC. Outside of any approved profit distributions, members agree on a minimum distribution of twenty-five percent (25%) of all taxable profits that would flow through on the K1 to help alleviate the tax burden and personal liability for debt at tax time, assuming the current structure is one in which profit is passed through to members. 5 SECTION 6 MANAGEMENT BY THE MANAGER 6.1 Management. The LLC shall be managed by one manager who shall be responsible for the management of the LLC's business affairs. Jonathan Caldwell will be the manager of the LLC. 6.2 Place of Meetings. Meetings of Members shall be held at any place within the United States designated by the Managers and stated in the notice of the meeting. A meeting by electronic conference will be deemed to be held at the principal executive office or registered office, as required by chapters 201-248 of this title or at the place properly named in the notice calling the meeting. If no place is so specified, Members' meetings shall be held at 2933 Caraway Dr; Murfreesboro, TN 37130. 6.3 Annual Members' Meeting. An annual meeting of Members shall be held on the 1 st day of January of each year at the business office of the Company in Texas, unless otherwise agreed by a majority interest of the Members, provided, however, that should such day fall upon a legal holiday, then the annual meeting of Members shall be held at the same time and place on the next day thereafter which is a full business day. A meeting by electronic conference will be deemed to be held at the principal executive office or registered office, as required by chapters 201-248 of this title or at the place properly named in the notice calling the meeting. At the annual meeting, any proper business may be transacted. 6.4 Special Members' Meetings. A special meeting of the Members may be called at any time by any of the Members or by one or more Members holding Interests which, in the aggregate, constitute not less than Twenty-Five (25%) of the LLC Interests. A request for a special meeting of the Members shall be in writing, specifying the time and place of the meeting and the general nature of the business proposed to be transacted. The notice shall be delivered in accordance with paragraphs 6.5 and 6.6 below. 6.5 Notice of Members' Meetings. All notices of meetings of Members shall be sent or otherwise given in accordance with Texas Business Organization Code (BOS) § Chapter 101, Section 101.351 and 6.051, at the expense of the LLC, and not less than seven (7) nor more than thirty (30) days before the date of the meeting being noticed. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which are intended to be presented for action by the Members. If a proposal contains (i) a contract or transaction in which a Member has a direct or indirect Financial Interest, (ii) an amendment of the Articles of Organization, (iii) a reorganization of the LLC, or (iv) a voluntary dissolution of the LLC, the notice shall state the general nature of such proposal. 6.6 Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of Members shall be given either personally, by first class mail, facsimile, overnight delivery, telegraphic, email or other written communication, charges prepaid, addressed to each Member at the address of each Member appearing on the books of the LLC or more recently given by 6 the Member to the LLC for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail, or sent by facsimile, telegram, or other means of written communication. If any notice addressed to a Member at the address of such Member appearing on the books of the LLC is returned to the LLC by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the Member at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available to the Member upon written demand of the Member at the principal office of the LLC for a period of one (1) year from the date of the giving of such notice. An affidavit of the mailing or other means of giving any notice of any Members' meeting shall be executed by the Member giving such notice and shall be filed and maintained in the books and records of the LLC. 6.7 Conduct of Meetings. All meetings of the Members shall be presided over by the Manager. That Manager shall determine the order of business and the procedures to be followed at the meeting. 6.8 Quorum. The presence, in person or by proxy, of the holder(s) of an aggregate of seventy-five percent (75%) or more of the LLC Interests shall constitute a quorum at all meetings of the Members for the transaction of business. Meetings may be held by telephone or electronic conference calling. 6.9 Voting. Each Member shall have a number of votes equal to the percentage LLC Interest held by such Member. However, if a Member is not entitled to vote on a specific matter, then such Member's number of votes and LLC Interest shall not be considered for purposes of determining whether a quorum is present, or whether approval by vote of the Members has been obtained, with respect to such specific matter. An aggregate of seventy five percent (75%) or more of the LLC Interests shall be required to approve any action, unless a greater or lesser vote is required pursuant to this Agreement or by Statute. All executive salaries for this LLC and any affiliated LLC shall require a 75% approval of the Members based on their LLC Interest. 6.10 Adjourned Meeting and Notice Thereof. Any Members' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the LLC Interests represented at such meeting, either in person or by proxy. When any meeting of Members, either annual or special, is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than seven(7) days from the date set for the original meeting, in which case the Members shall set a new record date. Notice of any such adjourned meeting, if required, shall be given to each Member entitled to vote at the adjourned meeting in accordance with paragraphs 6.4 and 6.5 above. At any adjourned meeting, the LLC may transact any business which might have been transacted at the original meeting. 6.11 Waiver of Notice or Consent by Absent Members. The transactions of any meeting of Members, either annual or special, however called and noticed, and whenever held, shall 7 be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote but not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or any approval of the minutes thereof. The waiver of notice or consent shall state either the business to be transacted or the purpose of any annual or special meeting of Members. All such waivers, consents and approvals shall be filed with the LLC's books and records. Attendance of a person at a meeting in person or by telephone or electronic shall constitute a waiver of notice of such meeting, unless such person objects at the beginning of the meeting. 6.12 Member Action by Written Consent without a Meeting. Any action which may be taken at any annual or special meeting of Members may be taken without a meeting and without prior notice, if consent in writing, setting forth the action so taken, are signed by Members holding LLC Interests representing the aggregate number of votes equal to or greater than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all LLC Interests entitled to vote thereon were present and voted. All such consents shall be filed with the LLC's books and records. 6.13 Proxies. Every Member entitled to vote shall have the right to do so either in person, by telephone or by one or more agents authorized by a written proxy signed by the Member and filed with the LLC. A proxy shall be revocable unless the proxy specifically states that it is irrevocable. 6.14 Managers do not have to be Members of the LLC. 6.15 Voting Trusts. If any Member files a voting trust agreement with the LLC, the LLC shall take notice of its terms and trustee limitations. 6.16 The Manager. The LLC shall be managed by one Manager, who shall be responsible for the management of the LLC's business and affairs. The initial Manager shall be Jonathan Caldwell. 6.17 Election and Term of Office of the Initial Manager. The Initial Manager shall be elected at the annual meeting of the Members and will hold office until the next annual Member's meeting. In voting for the Manager, each Member shall have a number of votes as determined in paragraph 6.10 above, times the number of Manager positions. The candidate for each Manager position who receives the most votes shall be the elected Manager for that position. Members shall not have the right to cumulative voting in the election of the Manager. 6.18 Vacancies. A Manager vacancy shall be deemed to exist if a Manager dies, resigns, or is removed by the Members. Vacancies are to be filled by election at a special meeting of the Members in accordance with Section 6 of this Agreement. 6.19 Resi-mation. Any Manager may resign effective thirty (30) days after the delivery of written notice to any Member, unless the notice specifies a later effective date. 8 6.20 Grounds for Involuntary Removal of the Mana�,er. The Manager may be removed for any reason upon a vote of Members who cumulatively hold 51% or greater of the LLC interest. 6.21 Grounds for Involuntary Remo\al of a Member/Partner. The Member may be removed in the event that his or her Expected Contribution has not been reasonably met, by: (a) misconduct that "adversely and materially" affects the company's business, (b) willful and persistent breach of the operating agreement or the person's duties as an LLC member or manager, or (c) that it's not reasonably practical to carry out the business with the person involved. After such written notice has been received and approved by a quorum of the existing partners, that withdrawing partner is entitled to receive the appropriate share of assets and profits the LLC earned before the written withdrawal notice was submitted, with the initial contribution and subsequent contributions set as the basis for recovery. 6.22 Grounds for Voluntary Removal of a Member/Partner. A Member may withdraw at any time by giving written notice to do so. After such written notice has been received and approved by a quorum of the existing partners, that withdrawing partner is entitled to receive the appropriate share of assets and profits the LLC earned before the written withdrawal notice was submitted, with the initial contribution and subsequent contributions set as the basis for recovery. If the departing member was the Responsible Party for the LLC, IRS notification is necessary. The notification must be completed within 60 days of the change. 6.23 Powers. The Manager has general supervision, direction, and control of the business of the LLC. In addition, subject to the provisions of the state of organization's law, any limitations in the Certificate of Formation and this Agreement relating to actions requiring approval by the Members, the Manager may make all decisions and take all actions on behalf of the LLC not otherwise provided for in this Agreement including but not limited to the following: (a) select and remove all contractors, agents, and employees of the LLC; prescribe any powers and duties for the Officers that are consistent with law, with the Certificate of Formation, and with this Agreement; fix the Officers' compensation with approval provision as set out herein; and require from the Officers security for faithful service; (b) change the principal business office from one location to another; qualify the LLC to do business in any State, territory, dependency, or country; conduct business within or outside the United States; and designate any place within the United States for the holding of any Members' or Managers' meetings; (c) borrow money and incur indebtedness on behalf of the LLC, and cause to be executed and delivered for the LLC's purposes, in the LLC name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities; 9 (d) call a meeting, annual or special, of the Members at any time upon notification as set forth in paragraphs 6.5 and 6.6 above; (e) enter into, make, and perform contracts and agreements which bind the LLC that are necessary and appropriate in the ordinary course of business of the LLC; (f) open and maintain bank and investment accounts and designate authorized persons to sign checks or drafts or give instructions concerning those accounts; (g) maintain the assets of the LLC; (h) collect sums due and owing to the LLC; (i) pay the debts and obligations of the LLC; and 6) acquire, use, lease and dispose of assets during the ordinary course of business. 6.24 Limitation on Powers. Except by the unanimous written agreement of the Members, neither a Manager nor any Officer of the LLC shall have the authority to (a) enter into any agreement, contract, or commitment on behalf of the LLC which would obligate any Member to find additional capital, to guarantee a loan or to increase a Member's personal liability either to the LLC or to a third party; (b) materially alter the business of the LLC, deviate from any approved business plan of the LLC as set forth in this Agreement, or perform any action which would make it impossible to carry on the business of the LLC; (c) perform any action that is contrary to this Agreement; (d) place title to any LLC asset or property in the name of a nominee or sell, pledge, hypothecate, or grant a security interest in any LLC asset or property, except in the ordinary course of business; (e) commingle LLC funds with the funds of any other person or entity; (f) confess a judgment against the LLC; (g) admit any person as a Member, except as otherwise provided in this Agreement; and (h) attempt to dissolve the LLC. 6.25 Liability to Third Parties. No Manager shall be liable for the debts, obligations, or liabilities of the LLC to a third party unless the Manager agrees in writing to be liable. 10 6.26 Standard of Care, Liability. The Manager shall exercise such powers and otherwise perform such duties in good faith, in the matters such Manager believes to be in the best interests of the LLC, and with such care including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances. In performing the duties of a Manager, a Manager shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in which case prepared or presented by (a) one or more Officers or employees of the LLC who the Manager believes to be reliable and competent in the matters presented; (b) counsel, independent accountants, or other persons as to matters which the Manager believes to be within such person's professional or expert competence; or (c) a Committee upon which the Manager does not serve, as to matters within its designated authority, which Committee the Manager believes to merit confidence, so long as in any such case, the Manager acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted. 6.27 Officer Expectations. Initial members will be the initial officers. Jonathan Caldwell, as manager, will act as CEO. Krissy Wolfe will act as COO. Byron Wolfe will act as CFO. Each active voting member must uphold all their expected duties and KPI's as defined in the agreement. If they do not, compensation can be taken from their profit to fill the roles needed in the areas they are lacking. 6.28 CEO, Jonathan Caldwell. Jonathan Caldwell will stand as initial manager and CEO of UDT Dallas Liv Tac LLC. The CEO will have duties in line with management of the LLC and the management of the different assets of the business. The CEO will be responsible for (a) Leading the ideation, planning and implementing of the business plan, (b) Serve as the figurehead of the business, (c) Create concise directions and direct major decisions in line with company values, (d) Set strategic direction and guide compliance with growth plan, (e) Ensure movement forward on goals and forecasts set by the CFO, (f) Direct Social media content strategy in line with CMO standards, (g) Define workflow and standard operating procedures, and (h) Set expectations and drive adherence with company core values. 6.29 COO, Krissy Wolfe. Krissy Wolfe will stand as initial COO. The COO will provide 11 (a) Provide fulfillment of social media content creation, (b) Communicate with clients on onboarding, (c) Communicating with the clients on written and/or video needs, (d) Creating the bridge between clients and the staff that perform the workflow, (e) Directing all sourcing of written content in line with client scripts, (f) Following the branding kit provided for the client, (g) Quality control of all reels, as well as other content created by staff, (h) Keep team abreast of all updates to software in our industry, (i) Mange HR for all overseas staffing, 0) Manage all video output quality and corrections, (k) Maintain adherence by staff of all standard operating procedures (SOPS), and (1) Task and manage all payments to the operating staff, providing a monthly breakdown summary to the company for all costs of each team member, software, and any other materials, memberships, or tools and supplies needed to complete the work. 6.30 CFO. Bv ron Wolfe. Byron Wolfe will stand as initial CFO. The CFO will provide (a) Guide the financial strategic direction of UDT Dallas Liv Tac, (b) Track cash flow, (c) Provide financial statements in line with GAAP, (d) Analyze the company's financial strengths and weaknesses and provide suggestions to the corporate team, (e) Supervise the entity's liquidity and direct use of excess funds, (f) Evaluate and control the entity's capital needs and guide its financing needs, (g) Provide forecasting for company wide planning, (h) Create the Tax plan for UDT Dallas Liv Tac in line with company goals and forecasts, and (i) Manage the accounting team. 12 SECTION 7 TRANSFER AND ASSIGNMENT OF LLC INTERESTS 7.1 Transfer or Assignment of Member's Interest. Except as otherwise provided in this Agreement, Member may transfer and/or assign, in whole or in part, his LLC Interest at any time. For purposes of this Agreement transfer shall mean sale, exchange, assignment, alienation, disposition, gift, pledge, hypothecation, encumbrance, or grant of security interest in the LLC Interest. 7.2 Consent to Transfer. No transfer or assignment of an LLC Interest, or any part thereof, will be valid without the express written consent of a majority of the LLC Interests, excluding the Member proposing to transfer or assign his LLC Interest. If an LLC Interest is transferred or assigned without the consent of a majority (or all) of the LLC Interests, the transferee shall have no rights in, nor may participate in, the management or operation of the business and affairs of the LLC nor have the right to become a Member of the LLC. Any transfer or assignment of an LLC Interest without the proper consent shall only affect a transfer or assignment of the Member's Financial Interest, and the transferring Member shall still be bound to the terms of this Agreement. If a transfer or assignment does obtain the required consent, then the transferee shall be admitted as an additional Member pursuant to this Agreement. 7.3 Transfer to Family Members. For purposes of this section, the restriction on the transfer or assignment of an LLC Interest shall not apply to transfers or assignments to a Member's immediate family, including his or her spouse, parents, siblings, and children, or a trust, corporation, partnership, or other entity controlled by the transferring Member. The LLC will have first right to purchase the equity from the surviving family member(s) at then current valuation to be performed by a third party and auditable by the surviving family member at their expense. Any member will have second right. And finally, the public will have final option. If the surviving family member wishes to retain non-voting ownership, the LLC will abide by that wish. SECTION 8 BOOKS AND RECORDS 8.1 Maintenance of Books and Records. The LLC shall establish and maintain appropriate books and records of the LLC in accordance with generally accepted accounting principles. There shall be kept at the principal office of the LLC and the registered office of the LLC, if different, the following LLC documents: (a) A current list of the name and business or residence address of each Member and his or her Capital Contribution and LLC Interest; (b) A current list of the name and business or residence address of each Manager; (c) A copy of the Certificate of Formation and this Agreement and any amendments thereto; 13 (d) Copies of the LLC's federal, state, and local income tax or information returns, if any, for the past six fiscal years; (e) Copies of the financial statements of the LLC, if any, for the past six fiscal years; (f) Originals or copies of all minutes, actions by written consent, consents to action, and waivers of notice to Members, Member votes, actions and consents; and (g) Any other information required to be maintained by the LLC pursuant to the state of organization's LLC statute. 8.2 Annual Accountina. Within one hundred and eighty days after the close of each fiscal year of the LLC, the LLC shall cause to be prepared and submitted to each Member a balance sheet and income statement for the preceding fiscal year of the LLC (or portion thereof) in conformity with generally accepted accounting principles and provide to the Members all information necessary for them to complete federal and state tax returns, unless an extension has been filed and agreed upon by a quorum. 8.3 Inspection and Audit Rights, Each Member, at his own expense, has the right, upon reasonable request, for purposes reasonably related to the interest of that Member, to inspect and copy during normal business hours any of the LLC books and records. Such right may be exercised by the Member or his or her agent or attorney. Any Member, at his own expense, may require a review and/or audit of the books, records, and reports of the LLC. 8.4 Bank Accounts. All fiat funds of the LLC shall be deposited in the LLC's name in such banks as determined by the Members. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the LLC, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by the Members. 8.5 Fiscal Year. The LLC's fiscal year shall end on December 31. 8.6 AccountinQ Method. For financial reporting purposes, the books and records of the LLC shall be kept on the cash method of accounting applied in a consistent manner and shall reflect all transactions of the LLC and be appropriate and adequate for the purposes of the LLC. 8.7 "Net Income" and "Net Loss" means, for each fiscal year or other period, an amount equal to the Company's taxable income or loss for such fiscal year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss) with the following adjustments: 14 (i) 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 this paragraph shall be added to such income or loss; (ii) 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 Regulations Section 1.704- (1)(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Loss pursuant to this paragraph, shall be subtracted from such taxable income or loss; (iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subdivisions (ii) or (iii) of the definition of"Gross Asset Value" herein, 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; (iv) Gain or loss resulting from any disposition of Company 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; (v) In lieu of depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year, computed in accordance with the definition of "Depreciation", (vi) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Section 743(b) is required pursuant to 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; and (vii) Any items which are specially allocated pursuant to the provisions of Section 8.3 shall not be taken into account in computing Net Income or Net Loss. 8.8 Competing, Business. The Members and their Affiliates shall not be prohibited or restricted from investing in or conducting, and may invest in and/ or conduct, businesses of any nature whatsoever. The investing in or conducting of any such business by a Member or any Affiliate thereof shall not give rise in the other Members or the LLC to any claim for an accounting or any right to claim any interest therein, to claim the profits therefrom or to participate therein, even if such investment or business is of a character which, if presented to the LLC, could be undertaken by the LLC. 15 SECTION 9 TAXATION 9.1 Tax Year. The LLC's taxable year shall end on December 31. 9.2 Tax Matters Partner. A majority of LLC Interests at a meeting of the Members shall appoint a Tax Matters Partner pursuant to Code § 6231 to represent the LLC. The Tax Matters Partner, on behalf of the LLC, shall oversee the LLC tax affairs in the overall best interests of the LLC and make all elections for federal income tax purposes. The Tax Matters Partner shall have all necessary federal and state income and information tax returns prepared and filed on behalf of the LLC. The determination of the Tax Matters Partner as to adjustments to the financial reports, books, records, and returns of the LLC, in the absence of fraud or gross negligence, shall be final and binding upon the LLC and all of the Members. SECTION 10 INDEMNIFICATION 10.1 Definitions: Agents, Proceedings, and Expenses. For the purposes of this Agreement, "Agent" means any person who is or was a Member, Manager, Officer, employee, or other agent of this LLC; "Proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "Expenses" means any and all costs, fees, and expenses including but not limited to court costs and attorneys' fees. 10.2 Actions Other Than by the LLC. The LLC shall indemnify and hold harmless any person or Agent who was or is a party, or is threatened to be made a party, to any Proceeding (other than an action by or in the right of this LLC) by reason of the fact that such person is or was an Agent of this LLC, against expenses,judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such Proceeding, if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of this LLC, and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contender or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonable believed to be in the best interests of this LLC or that the person had reasonable cause to believe that his or her conduct was unlawful. 10.3 Actions b� the LLC. (a) This LLC shall indemnify any person or Agent who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action by or in the right of this LLC to procure a judgment in its favor by reason of the fact that the person is or was an Agent of this LLC, against expenses actually and reasonably incurred by that person or Agent in connection with the defense or settlement of that action if that person or Agent acted in good faith, in a manner 16 that person or Agent believed to be in the best interests of this LLC, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. (b) No indemnification, however, shall be made under this section (i) with respect to any claim, issue or matter as to which that person or Agent shall have been adjudged to be liable to this LLC in the performance of that person's or Agent's duty to the LLC, unless the court in which that action was brought shall determine upon application that the person or Agent is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; (ii) for amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or (iii) for expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval. 10.4 Successful Defense by Agent. To the extent that an Agent of this LLC has been successful on the merits in defense of any Proceeding, the agent shall be indemnified against expenses actually and reasonably incurred by the Agent in connection with the Proceeding. 10.5 Required Approval. Any indemnification under this section shall be made by the LLC only if authorized upon a determination by a majority vote of the LLC Interests of Members who were not parties to the proceeding at a duly held meeting of the Members at which a quorum is present. 10.6 Advance of Expenses. Expenses incurred in defending any Proceeding may be advanced by the LLC before the final disposition of the Proceeding upon receipt of an undertaking by or on behalf of the Agent to repay the amount of the advance unless it shall be determined ultimately that the Agent is entitled to be indemnified. 10.7 Other Contractual Rights. Nothing contained in this section shall affect any right to indemnification to which Agents of this LLC or any subsidiary may be entitled by contract, by vote of the Members, as a matter of law or equity, or otherwise. 10.8 Insurance. The LLC may, upon a determination by the Members, purchase and maintain insurance on behalf of any Agent of the LLC against any liability which might be asserted against or incurred by the Agent in such capacity, or which might arise out of the Agent's status as such, whether or not the LLC would have the power to indemnify the Agent against that liability. 10.9 Amendment to State of Organization's Laws. In the event that the state of organization's law regarding indemnification of members, managers, directors, officers, employees, and other agents of an LLC, as in effect at the time of adoption of this Agreement, is subsequently amended to in any way that increases the scope of permissible indemnification beyond that set forth herein, the indemnification authorized by this section shall be deemed to be coextensive with the maximum afforded by the state of organization's law as so amended. 17 SECTION 11 LLC CERTIFICATES 11.1 The LLC shall not issue certificates representing ownership. Ownership records shall be kept in the minutes of the LLC. Each Member shall be given electronic copies of minutes acknowledging his LLC interest. SECTION 12 TERMINATION AND DISSOLUTION 12.1 Dissolution. The LLC shall be dissolved upon the occurrence of any of the following events: (a) The expiration of the period fixed in the Articles of Organization, if any; (b) The written consent of at least 75% of the LLC Interests. 12.2 Statement of Intent to Dissolve. Upon the occurrence of any of the events specified above, the LLC shall execute and file a Statement of Intent to Dissolve. 12.3 Conduct of Business. Upon the occurrence of any of the events specified above, a majority of the members (excluding those members who caused the dissolution event) shall appoint one or more of the Members/Managers to act as liquidator and wind up all LLC business and affairs. However, the LLC shall continue to exist until Articles of Dissolution have been filed or until a decree dissolving the LLC has been entered by a court of competent jurisdiction. 12.4 Distribution of Net Proceeds. Upon the occurrence of any of the events specified above and the completion of the winding up all LLC business and affairs, the assets of the LLC shall be promptly liquidated and distributed in the following order: (a) To the payment of bank loans and other creditors, excluding Members, in the order of priority as provided by law; (b) To the payment of loans or advances made by the Members; (c) To the Members in proportion to their Capital Accounts after adjustments for all allocations of net profits and net loss. Where the distribution consists both of cash and noncash assets, the cash shall be distributed first, in descending order, to the above categories. With respect to the noncash assets, which distribution values are to be based on the fair market value of the noncash asset as determined in good faith by the liquidator, the liquidator may sell the noncash assets and distribute the cash proceeds or distribute the assets in kind, in descending order, to the above categories. 18 12.5 Termination. The LLC shall be terminated upon the distribution of all assets. The Members shall cause the LLC to file Articles of Dissolution, if required, or take any other actions necessary to terminate the LLC. SECTION 13 AMENDMENTS 13.1 Amendments by Members. This Agreement may be adopted, amended, altered, or repealed by the vote or written consent of 75% of the LLC Interests at a meeting of the Members at which a quorum is present. However, a vote of ninety-one percent (91%) of Voting Members' LLC Interests shall be required to establish salaries or fees to Members. SECTION 14 GENERAL PROVISIONS 14.1 Entire Agreement/Modification. This Agreement contains the entire understanding of the parties with respect to the subject matter of the agreement, and it supersedes all prior understandings and agreements, whether written or oral, and all prior dealings of the parties with respect to the subject matter hereof. This Agreement, in whole or in part, cannot be changed, modified, extended, or discharged orally and no waiver of compliance with any provision or condition hereof and no consent provided for herein shall be effective unless evidenced by an instrument in writing duly executed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. Further, no consent or waiver, express or implied, to or of any breach or default shall constitute a consent or waiver to or of any other breach. 14.2 Partition. Each Member agrees that he or she has no right, and irrevocably waives any and all such rights, to have the assets of the LLC partitioned, or to file a complaint, or institute and maintain any proceeding at law or equity to have the assets of the LLC partitioned. 14.3 Further Actions. Each Member agrees to execute, acknowledge, and deliver such additional documents, and take such further actions, as may reasonably be required from time to time to carry out each of the provisions and the intent of this Agreement, and every agreement or document relating hereto, or entered into in connection herewith. 14.4 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 14.5 Successor and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, legal representatives, and assigns. This Agreement may not be assigned by any party without the express written consent of the other parties. 14.6 Notices. All notices, requests, demands, and other communications made hereunder shall be in writing and shall be deemed duly given if delivered or sent by telex, facsimile, or 19 registered or certified mail, postage prepaid, as follows, or to such other address or person as the party may designate by notice to the other party hereunder: UDT Dallas Liv Tac LLC ATTN: Byron Wolfe 19534 N 71 st Ave Glendale, AZ 85308 14.7 Attorneys' Fees. In the event of any litigation, arbitration or other dispute arising as a result of or by reason of this Agreement, the prevailing party in any such litigation, arbitration or other dispute shall be entitled to, in addition to any other damages assessed, its reasonable attorneys' fees, and all other costs and expenses incurred in connection with settling or resolving such dispute. 14.8 Construction. Throughout this Agreement, the masculine, feminine, or neuter genders shall be deemed to include the masculine, feminine, and neuter and the singular, the plural, and vice versa. The section headings of this Agreement are for convenience of reference only and do not form a part hereof and do not in any way modify, interpret, or construe the intentions of the parties. 14.9 Execution and Counterparts. This Agreement may be executed in several counterparts each of which shall be deemed to be an original, and all such counterparts when taken together shall constitute one and the same instrument. 14.10 Governin_, Law and Venue. This agreement shall be governed by, and interpreted in accordance with the laws of the State of Texas under the Federal Law of the United States of America. The parties hereby agree that any legal action or proceeding shall be brought in the courts of the State of Texas, county of Collin. The parties further agree to submit to the jurisdiction of the Country of the United States of America, State of Texas, county of Collin and consent to the service of process in accordance with applicable procedures and rules of said jurisdiction. 14.11 Additions to Revenue. Any upsells within the business for add-on items not provided by the UDT Dallas Liv Tac such as funnels, websites, email marketing campaigns, commercials, etc. will be referred to Krissy Wolfe as business separate from the UDT Dallas Liv Tac. The company does have the right to add upsell services to its portfolio. 20 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of this—4th day of September 2024. UDT Dallas Liv The LLC By• Printed Name: Jonathan caldwell Title: CEO MEMBERS Jonathan Caldwell Wolfe Holdings SLLC per Byron Wolfe,Agent MANAGER Jonathan Caldwell 21 Amendment A Intentionally Blank 22 ORDINANCE NO. 2025-013 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS ISSUING CONDITIONAL USE PERMIT CU25-08 TO AMEND THE PREVIOUSLY APPROVED SITE PLAN CU01-17 (ORDINANCE NO. 2001- 032) TO ALLOW THE RECONFIGURATION OF THE BUILDING LOCATED ON LOT 6, DELETE THE BUILDING LOCATED ON LOT 5 AND ALLOW THE DEVELOPMENT OF LOTS 5 AND 6; AND MOVE THE BUILDING LOCATED ON LOT 2, TEN FEET TO THE NORTHWEST. THIS REQUEST IS SPECIFICALLY TO ALLOW FOR PERSONAL SAFETY AND DEFENSE CLASSES, FOR BLOCK 1 , LOT 3R, REGENCY CENTER ADDITION (GRAPEVINE) (1505 WEST STATE HIGHWAY 114) IN A DISTRICT ZONED "CC", COMMUNITY COMMERCIAL ZONING DISTRICT ALL IN ACCORDANCE WITH A SITE PLAN APPROVED PURSUANT TO SECTION 47 OF ORDINANCE NO. 82-73 AND ALL OTHER CONDITIONS, RESTRICTIONS AND SAFEGUARDS IMPOSED HEREIN; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; PROVIDING A CLAUSE RELATING TO SEVERABILITY; DETERMINING THAT THE PUBLIC INTERESTS, MORALS AND GENERAL WELFARE DEMAND THE ISSUANCE OF THIS CONDITIONAL USE PERMIT; PROVIDING A PENALTY NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00); DECLARING AN EMERGENCY AND PROVIDING AN EFFECTIVE DATE WHEREAS, an application was made requesting issuance of a conditional use permit by making applications for same with the Planning and Zoning Commission of the City of Grapevine, Texas, as required by State statutes and the zoning ordinance of the City of Grapevine, Texas, and all the legal requirements, conditions and prerequisites having been complied with, the case having come before the City Council of the City of Grapevine, Texas, after all legal notices requirements, conditions and prerequisites having been complied with; and WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether this requested conditional use permit should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the site; safety from fire hazards and measures for fire control; protection of adjacent property from flood or water damages, noise producing elements, and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood; location, lighting, and types of signs and relation of signs to traffic control and adjacent property; street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off-street parking facilities; location of ingress and egress points for parking and off-street locating spaces, and protection of public health by surfacing on all parking areas to control dust; effect on the promotion of health and the general welfare; effect on light and air; the effect on the overcrowding of the land; the effect on the concentration of population; the effect on the transportation, water, sewerage, schools, parks and other facilities; and WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing called by the City Council of the City of Grapevine, Texas, did consider the following factors in making a determination as to whether this requested conditional use permit should be granted or denied; effect on the congestion of the streets, the fire hazards, panics and other dangers possibly present in the securing of safety from same, the effect on the promotion of health and the general welfare, effect on adequate light and air, the effect on the overcrowding of the land, the effect on the concentration of population, the effect on the transportation, water, sewerage, schools, parks and other public facilities; and WHEREAS, all of the requirements of Section 48 of Ordinance No. 82-73 have been satisfied by the submission of evidence at a public hearing; and WHEREAS, the City Council further considered among other things the character of the existing zoning district and its peculiar suitability for particular uses and with the view to conserve the value of buildings and encourage the most appropriate use of land throughout this City; and WHEREAS, the City Council of the City of Grapevine, Texas, does find that there is a public necessity for the granting of this conditional use permit, that the public demands it, that the public interest clearly requires the amendment, that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and WHEREAS, the City Council of the City of Grapevine, Texas, does find that the conditional use permit lessens the congestion in the streets, helps secure safety from fire, panic and other dangers, prevents the overcrowding of land, avoids undue concentration of population, facilitates the adequate provisions of transportation, water, sewerage, schools, parks and other public requirements; and WHEREAS, the City Council of the City of Grapevine, Texas, has determined that there is a necessity and need for this conditional use permit and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the property requested for a change since this property was originally classified and, therefore, feels that the issuance of this conditional use permit for the particular piece of property is needed, is called for, and is in the best interest of Ordinance No. 2025-013 2 CU25-08 the public at large, the citizens of the City of Grapevine, Texas, and helps promote the general health, safety and welfare of this community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1 . That the City does hereby issue a conditional use permit in accordance with Section 48 of Ordinance No. 82-73, the Comprehensive Zoning Ordinance of the City of Grapevine, Texas, same being also known as Appendix "D" of the City Code, by granting Conditional Use Permit CU25-08 to amend the previously approved site plan CU01-17 (Ordinance No. 2001-032) to allow the reconfiguration of the building located on Lot 6, delete the building located on Lot 5 and allow the development of Lots 5 and 6; and move the building located on Lot 2, ten feet to the northwest. This request is specifically to allow for personal safety and defense classes within the following described property: Block 1 , Lot 3R, Regency Center Addition (Grapevine) (1505 West State Highway 114) all in accordance with a site plan approved pursuant to Section 47 of Ordinance No. 82-73, attached hereto and made a part hereof as Exhibit "A", and all other conditions, restrictions, and safeguards imposed herein, including but not limited to the following: None. Section 2. That the City Manager is hereby directed to amend the official zoning map of the City of Grapevine, Texas, to reflect the herein conditional use permit. Section 3. That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said City of Grapevine zoning ordinance and all other applicable and pertinent ordinances of the City of Grapevine, Texas. Section 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting health, safety, morals and the general welfare of the community. They have been designed with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets; to secure safely from fire, panic, flood and other dangers; provide adequate light and air; to prevent overcrowding of land, to avoid undue concentration of population; facilitate the adequate provisions of transportation, water, sewerage, drainage and surface water, parks and other public requirements, and to make adequate provisions for the normal business, commercial needs and development of the community. They have been made with reasonable consideration, among other things, of the character of the district, and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. Section 5. That this ordinance shall be cumulative of all other ordinances of the City of Grapevine, Texas, affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances which are in direct conflict with the provisions of this ordinance. Ordinance No. 2025-013 3 CU25-08 Section 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of the tract or tracts of land described herein. Section 7. That any person violating any of the provisions of this ordinance shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in a sum not to exceed Two Thousand Dollars ($2,000.00) and a separate offense shall be deemed committed upon each day during or on which a violation occurs or continues. Section 8. The fact that the present ordinances and regulations of the City of Grapevine, Texas, are inadequate to properly safeguard the health, safety, morals, peace and general welfare of the inhabitants of the City of Grapevine, Texas, creates an emergency for the immediate preservation of the public business, property, health, safety and general welfare of the public which requires that this ordinance shall become effective from and after the date of its final passage, and it is accordingly so ordained. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 15th day of APRIL 2025. APPROVED: William D. 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