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Home My WebLink AboutZMA201600013 Other 2023-02-01Instrument Control Number 01315.T Commonwealth of Virgin[a Land Record Instruments Cover Sheet - Form A (ILS VLR Cover Sheet Agent 1.0.661 Dae or Ienstrum 2005 ADstumntType:OBS InIT (71151 ]] .0 R IEI P Numberoy Parcels [ 1) X Number of Pages { 2] E City ❑ County © [Albemarle County P First Last Name First Ni [NAPIER 1 [MICHAEL ❑❑ [ 1[ Doc IC: 01,011200004 TIP.: DEE Fee Amtart:: $2,351 33 Page 12ofe4 se PM Albemarle County, VA Shelby Narcha11 clerk Circuit Court File# 2003-0090155 Ex3029 Pd225-228 ❑ W [DICKERSON RIDGE LL¢( ] [ ❑❑ I I 1[ Grantee Address [Name) [DICKERSON RIDGE LLC (Address 1) [B90 BERKMAR CIRCLE (Address 2) [ (City, State, Lip) [CHARLOTTESVILLE Cons)deratlon [634.968.00 ] Existing Debt [0.00 J (Box for Deed Stamp Only). ] IVA 1 [22901 Assumption Balance [0-,00 Prior Instr. Recorded at: City ❑ County ❑ [ ] Percent. in this Jurls. [ 100] Book [ ] Page [ ] Instr. No [ ] Parcel Identification No (PIN) I ] Tax Map Num. (if different than PIN) [03200 00 00 049FO ] Short Property Description [3.291 ACRES IN AGGREGATE, EAST SIDE SR 606 ] [ ] Current Property Address (Address 1) [DICKERSON RIDGE ROAD ] (Address 2) [ ] (City, State, zip) (CHARLOTTESVILLE ] IVA 1 [22901 ] Instrument Prepared by Recording Paid for by Rotum Recording to (Name) (Address l) (Address 21 (City, State, Zip) Customer Case ID Cover Sheet Page # i of 1 [TUCKER GRIFFIN BARNES [SCOTT KRONER PLC (JOAN SCOTT [SCOTT KRONER PLC [P O BOX 2737 ICHARLOTTESVILLE 145191 ) I 1 [VA 1122902 ]I 01315.E (Deed prepared by Tucker Griffin Barnes) Tax Map and Parcel: 032DO-00-00-049FO THIS DEED, made this 15th day of July, 2005, by and between MICHAEL NAPIER, hereinafter referred to as the Grantor, and DICEERSON RIDGE LLC, a Virginia limited liability company, hereinafter referred to as the Grantee, whose address is 690 Berkmar Circle, Charlottesville, VA 22901 W I T N E S S E T H That for and in consideration of the sum of FIVE HUNDRED THIRTY-FOUR THOUSAND NINE HUNDRED SIXTY-EIGHT and 00/100 DOLLARS ($534,968.00) cash paid in hand, the Grantor does hereby GRANT, BARGAIN, SELL AND CONVEY with GENERAL WARRANTY and ENGLISH COVENANTS OF TITLE unto the said Grantee, in fee simple, the following described property: SEE ATTACHED SCHEDULE A This conveyance is made subject to the easements, restrictions, conditions and reservations contained in duly recorded deeds, plats and other instruments constituting constructive notice in the chain of title to the property hereby conveyed which have not yet expired by limitation of time contained therein or have not otherwise become ineffective. WITNESS the following signature and seal. (SEAL) Michael Napier STATE OF VIRGINIA COUNTY OF ALBEMARLE, to -wit: The foregoing instrument was acknowledged before me this 15th day of July, 2005, by Michael Napier. 'Notary Public My commission expires: Q�� SCHEDULE A All that certain lot or parcel of land, with improvements thereon and appurtenances thereto, situated in Albemarle County, Virginia, containing 3.291 acres in the aggregate, shown as Parcel 49P, T.M. 32 on a Plat entitled "Plat Showing Division of Parcel 49 & 49E, as shown on Sheet 32 Albemarle County Tax Maps, Albemarle County, Virginia," by B. Aubrey Huffman and Associates, Ltd., dated January 14, 1994, recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 1453, pages 520-521. BEING the same property in all respects conveyed to the Grantor by Deed of Gift from Sherry Waybright, fka Sherry Howell, Tammy J. Hager aka Tammy Hager and Michael Napier, dated June 23, 2005, and recorded in the said Clerk's Office in Deed Book 3015, page 277. RECORDED IN CLERKS OFFICE Of ALBEMARLE ON JVIY 20,2005 AT 12:10:10 PM $535-GRANTOR TAX PD AS REQUIRED BY VA CODE §681402 STATE: S2B710 LOCAL; $257so ALBEMARLE COUNTY, VA SHEIBV}R ALLRKCIRCUITCOURT 00 Page 1 of 3 Instrument Control Number rl 1 3 y j 1 Commonwealth of Virginia Land Record Instruments Cover Sheet - Form A IILSVLR Cover$heetAgent 1.0.061 boo �11AINV11NleilUIN Bate NN�JIP�III03 TllIiIl11�a111f Pt1 r d. 07120/2005 at 1 of S CG Data of Instrument: (7/15/2005 j Fee $t.e100t.50vPace Clreult court R Instrument Type: jDBS , sh 20a660001si5'rk p,232-234 P aK3029 Number of Parcels ( 11 JX Number of Pages [ 2) Clty ❑ county © (Albemarle County(Box far need stamp only) I First and Second Grantors _Last Name First Name I Middle Name orinalal Soto ❑ ❑ (WAYBRIGHT , [SHERRY 1 11 I [AKA SHERRY L HOWELL ) [FKA SHERR ) 11 ]( t ■n 00 Grantee Address (Name) [DICKERSON RIDGE LLC ] (Address p [690 SERKMAR CIRCLE ] (Address 2) 1 1 (City, state, zlpl (CHARLOTTESVILLE ] (VA 1 122901 ] Consider ttlon [410,054,00 ) Existing Debt [0.00 ] Assumption Balance [0.00 ) Prior Instr. Recorded at: City ❑ County ❑ ( ] Percent. In this Jurls, [ 1001 Book [ j Page ( ] Instr. No [ , Parcel Identification No (PIN) [ 1 Tax Map Num. (If different than PIN) 103200 00 00 04910 ] Short Property Description [2.0 ACRES EAST SIDE SR 606 J ( 1 Current Property Address (Address 1) [DICKERSON RIDGE ROAD ] (Address 2) 1 1 (City, state, zip) (CHARLOTTESVILLE ] [VA ] [22901 ] Instrument Prepared by [TUCKER GRIFFIN BARNES ) Recording Paid for by (SCOTT KRONER PLC ] Return Recording to (Name) [JOAN SCOTT 1 (Address 11 [SCOTT KRONER PLC ] (Address 2) [P O BOX 2737 ] (City, State, Zip) (CHARLOTTESVILLE I IVA 1 [22902 j Customer Case ID I45191 ) [ ] 1 ) Cover Sheet Page Al 1 of 1 Book: 3029 Page: 232 F[IeNumber:2005-00013157 Seq:1 P.,c 2 of 3 0131SI (Deed prepared by Tucker Griffin Barnes) Tax Map and Parcel: 03200-00-00-049I0 THIS DEED, made this 15th day of July, 2005, by and between SHERRY WAYBRIGHT, aka SHERRY L. HOWELL WAYBRIGHT, formerly known as SHERRY L. HOWELL, hereinafter referred to as the Grantor, and DICKERSON RIDGE LLC, a Virginia limited liability company, hereinafter referred to as the Grantee, whose address is 690 Berkmar Circle, Charlottesville, VA 22901 W I T N E S S E T H That for and in consideration of the sum of FOUR HUNDRED TEN THOUSAND FIFTY-FOUR and DO/100 DOLLARS ($410,054.00) cash paid in hand, the Grantor does hereby GRANT, BARGAIN, SELL AND CONVEY with GENERAL WARRANTY and ENGLISH COVENANTS OF TITLE unto the said Grantee, in fee simple, the following described property: All that certain lot or parcel of land, with improvements thereon and appurtenances thereto situated in Albemarle County, Virginia, on the east side of State Route 606, containing 2.0 acres, more or less, designated as Parcel C, on a Plat entitled "Plat Showing Division of Parcel 49 5 49E, as shown on Sheet 32 Albemarle County Tax Maps, Albemarle County, Virginia," by B. Aubrey Huffman and Associates, Ltd., dated January 14, 1994, recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 1453, pages 520 - 521; BEING the same property in all respects conveyed to Sherry L. Howell by Deed of Gift from Lloyd E. Geer and Mildred Geer, aka Mildred Layman Geer, his wife, dated December 1, 1994, and recorded February 3, 1995, in the said Clerk's Office in Deed Book 1453, page 525, This conveyance is made subject to the easements, restrictions, conditions and reservations contained in duly recorded deeds, plats and other instruments constituting constructive notice in the chain of title to the property hereby conveyed which have not yet expired by limitation of time contained therein or have not otherwise become ineffective. Book: 3029 Page: 232 File Number:2005-00013157 Seq:2 Page 3 of 3 WITNESS the following signature and seal. _1J. A6,1 (SEAL) Sherry Yaybrigot STATE OF VIRGINIA COUNTY OF ALBEMARLE, to -wit: The foregoing instrument was acknowledged before me this 15th day of July, 2005, by Sherry Waybright. Z' otary Public My commission expires: LAC q AS IN CLERICS OFFICE OF 3EMARLE ON , er 121232 PM oC Book: 3029 Page: 232 HeN umber: 2005-00013157 Seq:3 Page 1 of 4 Instrument Control Number 0 13 Iser Commonwealth of Virginia Land Record Instruments Cover Sheet - Form A rILS VLR Cover Sheet Agent 1.0.661 T C Date or Instrument: '7115/2005 1 A O Ins rion"t Type: [DBS ] X R E P Number of Parcels X Number of Pages M city ❑ county© P Last Name IWAYBRIGHT ❑ [HAGER 11 21 and llllinllM 11111 l#111 ARMS Re ohdod: Bbearle T%20%2006 atT12e73SS PN Fee Amt: $1.780.67 Paget :1 4 Shelby Kershall C1ark Circuit Court F11ea 2ee5-ee013158 INK 3029 pa235-238 (Box for Deed Stamp Only) j [SHERRY ) I I [TAMMY 2 [DICKERSON RIDGE LL(F[ ❑❑ [ 11 ][ 1[ I Grantee Address (Name) (DICKERSON RIDGE LLC ] (Address 1) [690 BERKMAR CIRCLE j (Address 2) [ ] (City, State, zip) [CHARLOTTESVILLE I (VA1 [22901 1 Consideration [398,551.00 ] Existing Debt [0.00 j Assumption Balance [0,00 1 Prior. Instr. Recorded at: City ❑ Countyd [ 1 Percent. in this Juris. ( 1001 Book [ I Page [ j Insir. No ( ] Parcel Identification No (PIN) I ]. Tax Map Num. (If different than PIN) [03200 00 00 049J0 ] Short Property Description [6.709 ACRES EAST SIDE SR 606 ] Currant Property Address (Address 1) [ ] [DICKERSON RIDGE ROAD ] (Address 2) [ ] (City. State, Zip) (CHARLOTTESVILLE ] [VA 1(22901 1 Instrument Prepared by [TUCKER GRIFFIN BARNES ] Recording Paid for by (SCOTT KRONER PLC ] Return Recording to (Name) [JOAN SCOTT ] (Address 1) ISCOTT KRONER PLC ] (Address 2) (P O BOX 2737 j (City, State, Zip) [CHARLOTTESVILLE 1 [VA 1 [22902 ] Customer Case ID 145191 1 [ 1 ( ] Cover Sheet Page p 1 of 2 Book: 3029 Page: 235 FileNumber:2005-00013158 Seq:1 Page 2 of4 Instrument Control Number Commonwealth of Virginia Land Record Instruments Continuation Cover Sheet Form B [ILS VLR Cover Sheet Agent 1.0.66] T 0 0 C Date of Instrument: (7/1512005 ] A R R 0 Instrument Type: (DBS I X A A R N N P Number of Parcels I 1 I E T T X 0 E Number of Pages [ 21 E R E City ED County ® [Albemarle County (Box for Deed Stamp Only) M P GrantorslGranteea(Parcel Continuation Form B Last Name r First Name I Middle Name or Initial Suffix 2 0 ❑ [NAPIER I [MICHAEL ] [ ] [ 0 I[ 1[ ]I °❑oa °Q El aL i i� 000 it if 11 L0- 00 1 if If if Prior Instr. Recorded at: City ❑ County ❑ Book ( ] Page Parcel Identification No (PIN) [ Tax Map Num. (If different than PIN) Short Property Description j [ Current Property Address (Address 1) [ (Address 21 [ (City, State, ZIP) [ Cover Sheet Page A 2 of 2 ] Percent. in this Juris, Instr. No [ Book: 3029 Page: 235 F[IeNumber:2005-00013158 Seq:2 Page 5 of d (Deed prepared by Tucker Griffin Barnes) Tax Map and Parcel: 03200-00-00-049JO THIS DEED, made this 15th day of July, 2005, by and between SHERRY WAYHRIGHT, TAMMY J. HAGER AND MICHAEL NAPIER, hereinafter referred to as the Grantors, and DICHERSON RIDGE LLC, a Virginia limited liability company, hereinafter referred to as the Grantee, whose address is 690 Berkmar Circle, Charlottesville, VA 22901 W I T N E S S E T H That for and in consideration of the sum of THREE HUNDRED NINETY-EIGHT THOUSAND FIVE HUNDRED FIFTY-ONE and 00/100 DOLLARS ($398,551.00) cash paid in hand, the Grantors do hereby GRANT, BARGAIN, SELL AND CONVEY with GENERAL WARRANTY and ENGLISH COVENANTS OF TITLE unto the said Grantee, in fee simple, the following described property: All that certain lot or parcel of land, with improvements thereon and appurtenances thereto, situated in Albemarle County, Virginia, on the east side of State Route 606, containing 6.709 acres, more or less, designated as Parcel E, on a Plat entitled "Plat Showing Division of Parcel 99 & 99E, as shown on Sheet 32 Albemarle County Tax Maps, Albemarle County, Virginia," by B. Aubrey Huffman and Associates, Ltd., dated January 14, 1994, recorded in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 1453, pages 520-521; BEING the same property in all respects conveyed to the Grantors by Deed of Gift from Sherry Waybright, fka Sherry Howell, Tammy J. Hager aka Tammy Hager and Michael Napier aka Michael Wade Napier, dated June 23, 2005, and recorded in the said Clerk's Office in Deed Book 3015, page 268. This conveyance is made subject to the easements, restrictions, conditions and reservations contained in duly recorded deeds, plats and other instruments constituting constructive notice in the chain of title to the property hereby conveyed which have not yet expired by limitation of time contained therein or have not otherwise become ineffective. Book: 3029 Page: 235 FileNumber: 2005-00013158 Seq:3 Pege 4 of 4 WITNESS the following signatures and seals. k(r;Luf (SEAL) Sherry Waybriqjht (SEAL) Tammy J Hager N�1 (SEAL) Michael Napier STATE OF VIRGINIA COUNTY OF ALBEMARLE, to -wit: The foregoing instrument was acknowledged before me this 15th day of July, 2005, by Sherry Waybright, Tammy J. Hager and Michael Napier. otary Public My commission expires: a uCI) RECORDED IN CLERKS OFFICE OF ALBEMARLE ON Juh 20,2W5 AT 12: 13;SS PM AS REQUIRED S3X BOGRANTOR iAx PD "I STATE :$1995 iAOCODE@SS./-802 ALSEMARLE COUNTCAL:Y iyq� SHE Yr 6HALL C RK CIRCUIT COURT []C Book: 3029 Page: 235 FileNumber:2005-00013158 Seq:4 Insbument Conbol Number 00 Commonwealth of Virginia Land Record Instruments Cover Sheet - Form A 5��IkNIHtHn�flhlliNUIIInn1V fUlnunn 1p; 032826g60D00 Tyne: DE 5:i lbp ...dka 02/2/Pape ite12W {ILS VLR Cover Sheet Agent 1.0.66] Fee Albsesrls County. VA clrrtll Clark oeb,rta C Date of Instrument: 12/1812014 1 �1M.�`Shioo 8x14462 pe6 • 4-681 Insbument Type: [PM ] x R P Number of Parcels ( 1 ] Number of Pages [ 61 City ❑ County © [Albemarle County J (Box for Deed Stamp Only) P First cond Grantors Lest Nama First Name I Middle Name or lnlaal (Dickerson Ridge LLC 11 ] [ 1( ❑ ® [Dickerson Ridge LLC J [ ] [ ❑❑ [ 1[ ][ Grantee Address (Name) [Dickerson Ridge LLC (Address t) (890 Berkmar Circle (Address 2) [ (city, State, --pi [Charlottesville Consideration 10.00 ] Existing Debt[0.00 PM ] J [VA] (229C1 [ ] Assumption Bolan" [0.00 ] Prior Instr. Recorded at: City 0 County ❑ ( J Percent. in this Jude. ( tOOJ Book [ J Page [ [ Instn. No [ ] Parcel Identification No (PIN) [ ] Tex Map Num. (if different than PIN) [0320"0.00.049F0;-049G0;-04910; -049JO ] Short Property Description [Parcels C, E and F J [ 1 Current Property Address (Address 1) [Dickerson Road ] (Address 2) ( J (City, State, ZIP) (Ear"ville ][VA ] [22938 ] Instrument Prepared by (Scott Kroner, PLC J Recording Paid for by [Stott Kronor, PLC ] Return Recording to (Name) [Joan Scott ] (Address 1) (Scott Kroner, PLC ] (Address 2) [P O Box 2737 J (City, State, ZIP) [Charlottesville J (VA J (22902 ] Customer Case ID (45191 ] [ ] [ ] Cover Sheet Page N 1 of 1 Prepared by/Mum to: Scott Kroner, PLC, P. O. Box 2737, Charlottesville, VA 22902 T.M. 4 03200-00.00-049P0;-049G0;-04910; -049Jo CERTIFICATE OF PLAT AND RELEASE AND ABANDONMENT OF ACCESS EASEMENT THIS CERTIFICATE and RELEASE made this 18th day of February, 2014, by DICKERSON RIDGE LLC, a Virginia limited liability company ("Owner"); WITNESSETH: The attached plat, consisting of 2 sheets, prepared by Lincoln Surveying, dated May 20, 2013 and last revised November 25, 2013, entitled PLAT SHOWING PARCELS C, E AND F A BOUNDARY LINE ADJUSTMENT BETWEEN PARCELS C, E, F AND LOT I LOCATED ON DICKERSON ROAD RIO MAGISTERIAL DISTRICT ALBEMARLE COUNTY, V IRGINIA (the "Plat"), being part orthe same land conveyed to Dickerson Ridge LLC by deed from Michael Napier, dated July 15, 2005 and recorded July 20, 2005 in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 3029, at page 225, by deed from Paul H. Hager and Tammy J. Hager, dated July 15, 2005 and recorded July20, 2005 in the aforesaid Clerk's Office in Deed Book 3029, at page 229, by deed from Sherry Waybright, dated July 15, 2005 and recorded July 20, 2005 in the aforesaid Clerk's Office in Deed Book 3029, at page 232, and by deed from Sherry Waybright, TammyJ. Hagerand Michael Napier, dated July 15, 2005 and recorded July 20, 2005 in the aforesaid Clerk's Office in Deed Book 3029, at page 235, is hereby confirmed and submitted to record in the Clerk's Office of the Circuit Courtof the County of Albemarle, Virginia, with the consent of the undersigned Owner, Dickerson Ridge LLC. Dickerson Ridge LLC, as Owner of Parcel E and Parcel F hereby vacates, releases and abandons the Access Easement as more particularly shown and designated on the Plat as the "30' ACCESS EASEMENT D. B.1453 P. 521 PLAT;' WITNESS the following signature: DICKERSON RIDGE LLC, Owner By George W. Ray, Jr., Manager COMMONWEALTH OF ViRGINIA CITY of CHARLOTTESVILLE, to -wit: The foregoing Certificate of Plat and Release and Abandonment of Access Easement was acknowledged before me, a Notary Public in and for the jurisdiction aforesaid this 18?k day of February, 2014, by George W. Ray, Jr., as Manager of Dickerson Ridge LLC, on its behalf. My Commission expires: My Registration No. is: +02-9S �rP JUM S. 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I« q-a-OAV Cy =N •• Cp ``\ _ m u r N nmrL -AANNNW4 O WW000NN-V I NNNNZNNNN WNNUNp1 m rA y m �}w wa0 44 \ > LPAAUPULU A` >A 'm Oy�O p y WIIN-WPWON pD P ma m N �� N � DDOD o nmm�m�nF min -1 os NWWNWNWNW OWNPWPWOIW _y ' A \ m m+ Nb \ xm£t o Wm�wmwwwm mm �' ^ � u: npF'ko p" Wa NNwN- p 40N4J0WNN ~ WN 44�WW \ �Fq 4'�p u VNOIAOOpOp O mmm O' .L pp_ _ m OOWSNNWP 0` 0 F 1,9 J9 P44a 00YNA DOOS P(q _ 9J'f umN y; O VOO V CIiWmJNNGm VOO�TW09YO0p 00 m 00poC pN-00pV0ppNC. G > OW-ON-ppOApWW00 NObPN =Rp1 y p-J-m JpNOpypP P - ONWyO WAWOWPUW-NAO O-Ap 40 O-W D WP-N-00N0004�0W-O D �' £F�mD FEEEEEEEEEEEE£k\F� Oao b q •T N ,pa uON ONNAVNSpW0004 A-WA� T u NON - 00-OOpOy�gm-pluPy00 O O instrument Control Number Commonwealth of Virginia Land Record Instruments Cover Sheet - Form A 91-3 VLR Cover Sheet Agent 1.0.66) c Date of Instrument: [1117/2012 ] A O IneVUment Type: 14EFN [O fF�ERFtL ] 2 R P Numberof Parcels Vrh [ 21 x Number of Pages [ 41 E M City []County ® [Albemarle Cc P T Last Name [Dickerson Ridge LLC ] [ ❑❑ f 1[ DQ0709 Iu��IIINI�IrIl Ain NBIIIIII Il��ulll IIV�II4007 yyNIIIImIRtlN4%u RYearded: 01/la/2012 at 02.06.50 PN 'fee pest• 052.00 Pagp 1 of 7 00 "r]e countVierk D"" 2912h0090070s ex4122 pa323-329 (Box for Deed Stamp Only) ❑ Fx] [Dickerson Ridge LLC 1 l I [ ] I ] Grantee Address (Name) [Dickerson Ridge LLC I (Address 1) (690 Berkmar Circle 1 (Address 2) [ ] (City, State, Zip) [Chadottesviffe ] [VA 1 [22901 1 Consideration 10.00 1 Existing Debt [0.00 ] Assumption Balance 10.00 1 Prior Instr. Recorded at: City ❑ County❑ [ 1 Percent In this Juds. [ 1001 Book I I Page [ ] Instr. No [ 1 Parcel Identification No (PIN) [ ] Tex Map Num. (if different than P07) [03200-00-00-049J0 I Short Property Description [6.708 AC, off Towncenter Drive 1 [ 1 Current Property Address (Address 1) [ 1 (Addrese 2) I I (City, state, Zip) I I I I I 1 Instrument Prepared by [Scott Kroner, PLC Recording Paid for by [Scott Kroner, PLC Return Recording to (Name) [Joan Scott (Address 1) [Scott Kroner, PLC (Address 2) [P. O. Box 2737 (Clty, state, Zip) [Chadoaesville ] IVA 1122902 Customer Case ID [45191 ] [ ] [ .............................................................................. { I � Cover Sheet Page # 1 of 2 +I Instrument Control Number Commonwealth of Virginia Land Record Instruments Continuation Cover Sheet Form C [ILS VLR Cover Sheet Agent 1.0.681 T G G C Date of Instrument: [1/1712012 ] A R R O Instrument Type: [OF� I X A A It 17� N P Number of Parcels [ 21 E TN ! X0 E Number of Pages [ 4] L...........................................___....-_........_....._............_... E R City ❑ County ❑x [Albemarle County ] (Boa for Dead Stamp OnIO P GrantoralwanteesfParoel Condnuatlon Form C Last Nam First Name F Middle Name or lnidal Suffix 00110 ( if ]( ❑❑ it 000 It Prior lnatr. Recorded at: City ❑ County❑ [ Book [ ] Page [ ] Parcel Identification No (PIN) [ Tax Map Num. (If different than PON) [03200.00-00-049K0 Short Property Description [9.880 ac, oft Towncenter Crive f Current Property Address (Address 1) [ (Address 2) [ (city, State, Zip) [ Prior brain Recorded at: City ❑ County❑ Book [ ] Page Parcel Identification No (PIN) [ Tax Map Num. (Itdiferent than PIN) [ Short Property Description [ [ Current Property Address (Address l) [ (Address 21 [ (City, State, ZIP) [ Cover Sheet Page u 2 of 2 [ Percent in this Jurls. [ 1001 Inam No [ ] ] ] 1 ] Percent in this Juris. [ Instr. No [ Prepared by/retam to: Scott Kroner, PLC, P. O. Boa 2737, Chadoltesville, VA 2.2902 T.M. 4 03200-00-00-04910 &-0049KO CERTIFICATE OF PLAT THIS CERTIFICATE made this IT' day of January, 2012, by DICKERSON RIDGE LLC, a Virginia limited liability company; WITNESSETH: The attached plat prepared by Lincoln Surveying, dated December 5, 2011, entitled PLAT SHOWING PARCEL 11Z11 A BOUNDARY LINE ADJUSTMENT BETWEEN TAX MAP 32-49J (PARCEL E) AND TAX MAP 3249K (PARCEL G) LOCATED OFF TOWNCENTER DRIVE ALBEMARLE COUNTY, VIRGINIA, being part of the same land conveyed to Dickerson Ridge LLC by deeds from Sherry W aybright, Tammy J. Hager and Michael Napier, dated July 15, 2005 and recorded July 20, 2005 in the Clerk's Office of the Circuit Court of Albemarle County, Virginia, in Deed Book 3029, at pages 235 and 239, is hereby confirmed and submitted to record in the Clerk's Office of the Circuit Court ofthe Albemarle County, Virginia, with the consent of the undersigned owner. WITNESS the following signature: DICKERSON RIDGE LLC By: Parkside I, LLC, its sole member By: George W. Ray, Jr., Managing Member of Parkside I, LLC COMMONWEALTH OF VIRGINIA CITY OF CHARLOTTESVILLE to -wit: The foregoing Certificate of Plat was acknowledged before me, a Notary Public in and for thcjurisdictionaforesaid this 10"" day of January, 2012, by George W. Ray, Jr., Managing Member of Parkside I, LLC, sole member of Dickerson Ridge LLC. My Commission expires: A�hL '20I 201 Q- My Registration No. is: '1Oµ B. 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F b�*�1 m� 0 D '60\9 \ r2 m mE f mom o�m`I W p -3iy r- s T w� \ ,Di O iN a ovi 00 D w Z y y m om ➢� P C Dr J iD y OA O_ e 9 rc D l• /Tp� m `0 N T C M N m r I+ i% m A £mw I�LYW r �m m " \ 0 G% 1 \ T i- I > � mm mlo Km m umOD / oO~� ppppp- mW mm6 � Nw�m B• v iJ N p� E arpu rn0tl ?/. /• \ NN a 4 O[tl w r .W / Op00m-+ Ey ,9 'o mm10190� �D� - oyp mm�^N 'a ar oN�OmO M9?9U� -DI / 0/000Opm Oi01'O / mlammb =N 0' T N m I I \ y mZ o . mmmmmz \ p 9r9 q 0a➢ f /D 99 p 9y y0� y�P appo 0AW +m0 mq O ym \ so 9VT9N T D NV3A �022W r HOW Pd ryw�pPOr D y2Z WON mPM> 1Nm0 T ON 1 O l T-0 y w m IOWr TD V VOC Z DT9 yy1 y RECORDED IN CLERKS OFFICE OF ALBEMARLE COUNTY ON Ja mary 19,2012 AT 2:36:50 PM $0.00 GRANTOR TAX PD AS REQUIRED BY VA CODE 658.1-602 STATE: $O.00 LOCAL: $000 ALBEMAR COUNTY, VA 0 BRA M H P CLERK DICKERSON RIDGE LLC OPERATING AGREEMENT DICKERSON RIDGE LLC, was issued a Crertificate of Organization as a Virginia limited liability company by the Virginia State Corporation Commission on June 3, 2005, (the "Organization Date"). The Company initially constitutes a single member limited liability company as authorized under Virginia law, pursuant to its Articles of Organization and this Operating Agreement. The initial single Member of DICKERSON RIDGE LLC (the "Company"), is SUGARAY TWO, LLC, a Virginia limited liability company (the "Single Member"). The single initial Member hereby adopts this Operating Agreement as of the Organization Date, and states and declares that the terms of the Articles of Organization and this Operating Agreement shall establish the governing rules of the Company's existence for the purpose of engaging in all activities permitted by law. It is the express intention of the initial single Member that for so Elong as there is only a single Member of the Company, whether initial or a subsequent transferee, the separate existence of the Company be ignored for federal and Virginia income tax purposes and that all income, gain, loss, deduction and credits for federal and Virginia income tax purposes be treated as tax items of its sole Member. This intended tax treatment shall in no way be interpreted as an intention that the separate legal existence of the Company be ignored for any other purpose; the express intention being to avail the Company and its single Member of the benefits of existence as a separate Virginia Limited Liability Company. I. TERMS AND PURPOSE A. Defined Terms. The terms used inthis Agreement with their initial letters capitalized, shall have the meanings specified in this Section IiA. The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa, as the context requires. When used in this Agreement, the following terms shall have the meanings set forth below: i 1. "Act" shall mean the Virginia Limited Liability Company Act, as amended from time to time. • i 2. "Additional Member" shall mean any person or Entity admitted as a Member pursuant to the terms hereof. 3. "Agreement" shall mean this Operating Agreement, as originally executed and as amended from time to time. 4: "Available Cash" of the Company shall mean all cash funds of the Company on hand from time to time (other than cash funds obtained as contributions to the capital of the Company by the Members and cash funds obtained from loans to the Company) after (i) payment of all operating expenses of the Company as of such time, (ii) provision for payment of all outstanding and unpaid current obligations of the Company as of such time, and (iii) provision for a working capital reserve in accordance with Section V.B. below. 5. "Capital Contribution" shall mean the total value of cash and agreed market value of property or services contributed and agreed to be contributed to the Company by each Member from time to time. Any reference in this Agreement to the Capital Contribution of a Member shall include a Capital Contribution previously made by any prior Member for the same interest in the Company of such Member, reduced by any distribution to such prior Member in return of "Capital Contribution" as contemplated herein. Additional contributions to capital may only be made by a Member with the consent of a majority of the other Members. 6, "Code" shall mean the Internal Revenue Code of 1986, as amended. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding law. 7. "Company" shall refer to this Virginia limited liability company known as DICKERSON RIDGE LLC. 8. 'Entity" shall mean any association, corporation, general partnership, limited partnership, limited liability company, limited liability partnership, joint stock association, joint venture, firm, trust, business trust, cooperative, and foreign associations of like structure. Reference herein to a person shall include an Entity. 9. Interest shall mean the entire ownership interest of a Member in the Company at any particular time, including the right of such Member to any and all benefits to which a Member may be entitled as provided in this Agreement and under the Act, together with the obligations of such Member to comply with all of the terms and provisions of this Agreement. 10. "Majority" shall be determined by reference to the relative Percentage Interests of the Members of the Company, meaning that any time a vote or consent of the majority of Members is required, any combination of Members owning at least fifty-one percent (51 %) of all the Percentage Interests in the Company shall constitute a majority regardless of the actual number of Members constituting such majority. Similarly, when specific reference in context is made to a majority of remaining Members or some other subset of Members, a majority shall be any combination of such remaining Members ownin& at least fifty-one percent (51%) of the remaining Percentage Interests in the Company shall constitute the majority of remaining Members regardless of the actual number of remaining Members constituting such majority. 11. "Manager" shall mean a manager of the Company, whose rights, powers and duties are specified in Section III.C. hereof. 12. "Members" shall refer to all individuals and Entities who execute this Agreement and any and all additional and/or substituted Members as provided herein. Notwithstanding the foregoing, however, at inception and until any additional Members are admitted as such under the terms of this Agreement, there; shall only be a single Member, and references in this Agreement to "Members" shall only refer to such single Member. The plural and other multiple member nomenclature of this Agreement is intended to accommodate the admission of additional Members in the future. 13. "Percentage Interest" of a Member shall mean the ownership percentage of such Member's Interest in the Company from time to time. 14. "Principal Office" shall mean 690 Berkmar Circle, Charlottesville, VA 22901, or such other address as may be established from time to time. 15. "Substitute Member" shall mean any person or Entity who or which is admitted into Membership upon the written consent of a majority of the remaining Members pursuant to Section VI.B. hereof. B. Company Purpose. The Company's principal purpose is to engage in all activities permitted by law, and the Company shall not be limited or restricted from engaging in any activity permitted by applicable law. I1. MEMBERS, MEMBERSHIP INTERESTS A. Name and Addressee of Initial Single Member. At the inception of this Operating Agreement, the Single Member is SUGARAY TWO, LLC, a Virginia limited liability company, 690 Berkmar Circle, Charlottesville, VA 22901. Any Members who may later be admitted to the Company (who are collectively referred to as "'Members" and individually referred to as a "Member"), their respective addresses, and their respective Percentage Interests in the Company will subsequently be set forth on an Exhibit A to be attached hereto and made a part hereof. B. Extent of Contributions. No Member shall be required to make any Capital Contribution to the Company other than the initial Capital Contribution required to be made by such Member as set forth herein or as otherwise provided in a writing signed by such Member. C. Member Loans. Loans by any Member to the Company shall not be considered contributions to the capital of the Company. D. Contribution of Additional Capital. Additional capital may be contributed to the Company but only upon the written consent of a majority of the Members. E. Limitation on Liability. No Member shall be liable under a judgment, decree, or order of the court, or in any other manner, for a debt, obligation or liability of the Company, except as provided by law. No Member shall be required to loan any funds to the Company. F. No o Member Responsible for Otar Member's Commitment. Neither the Company nor any Member shall be responsible or liable for any indebtedness or obligation that is hereafter incurred by any other Member, or any of such Members shareholders, partners, members, owners, or Affiliates. In the event that a Member, or any of such Member's shareholders, partners, members, or owners (collectively, the "liable Member") whether prior to or after the date hereof, incurs or has incurred any debt or obligation for which neither the Company nor any of the other Members is to have any responsibility or liability, such Member shall indemnify and hold harmless the Company and the other Members from any liability or obligation they may suffer in respect thereof. III. MANAGEMENT AND CONTROL OF BUSINESS A. Overall Control Vested in Membdt Except as expressly provided hereinafter, management and control of the Company shall be vested in the sole Member. B. Action by the Sole Member. Any action required or permitted to be taken at a Members' meeting may be taken without a meeting if the action is taken by the sole Member. The action must be evidenced by one or more written consents describing the action to be taken, signed and dated by the sole Member. C. Manager; Powers. Except as expressly provided otherwise in the Act, the Articles or this Operating Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by the Manager. i I. Election of Manager. The sole Member hereby unanimously elects SUGARAY TWO, LLC, a Virginia limited liability company, as the Manager of the Company, to serve until its successor shall be duly elected and qualified. The sole Member may elect one or more persons as Managers at any meeting of the Company to serve until such time as their respective successors are duly elected and qualified. In addition, if any person resigns or otherwise vacates the office of Manager, the Member shall elect a replacement Manager to serve the remaining term of such office, unless one or more other persons then serve as Managers and the Member determine not to fill such vacancy. A person may be removed ma Manager by the Member with or without cause at any time. A Manager may, but shall not be required to, be elected from among the Member. A Manager maybe a natural person or an Entity. I 2. Action by Two or More Managers. If at any time there shall be more than one person serving as Manager hereunder, unless otherwise expressly provided by the Act, the Articles, or the terms of this Agreement, the vote, approval, or consent of a majority of the Managers, determined on a per capita basis, shall be necessary and sufficient for the Managers to take any action on behalf of the Company that the Managers are authorized to take pursuant to the Act, the Articles, or this Agreement. 3. Execution of Documents and Other Actions. If at any time there shall bemore than one person serving as Manager hereunder, the Managers may delegate in writing to one or more of their number the authority to execute any documents or take any other actions deemed necessary or desirable in furtherance of any action that they have authorized on behalf of the Company as provided herein. Such delegation may be made before or after the authorized action. 4. Single Manager. If at any time there is only one person serving as a Manager, 4 such Manager shall be entitled to exercise all powers; of the Managers set forth in this Section, and all references in this Agreement to "Managers" shall be deemed to refer to such single Manager. 5. Reliance by Other Persons. Any person dealing with the Company, other than a Member, may rely on the authority of any Manager or Managers in taking any action in the name of the Company, if such Manager or Managers provide to such person a copy of the applicable provision of this Agreement and/or the resolution or written consent of the Managers or Members granting such authority, certified in writing by such Manager or Managers to be genuine and correct and not to have been revoked, superseded, or otherwise amended. 6. Manager's Expenses and Fees: The Company shall reimburse any Manager for reasonable out of -pocket expenses that were or are incurred by the Manager on behalf of the Company with respect to the start-up or operation of the Company, the ongoing conduct of the Company's business, or the dissolution and winding up of the Company and its business. 7. Liability of Managers. so tong as a Manager shall act in good faith with respect to the conduct of the business and affairs of the Company, no Manager shall be liable or accountable to the Company or to any of the Members, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing that he, may do or refrain from doing in connection with the business and affairs of the Company, except for willful misconduct or gross negligence or breach of fiduciary duty, and further except for breaches of contractual obligations or agreements between the Manager and the Company. IV. ACCOUNTING AND RECORDS A. Records and Accounting. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods elected to be followed by the Company for federal income tax purposes. The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Company's business. The fiscal year of the Company for financial reporting and for federal income tax purposes shall be the calendar year. B. Access to Accounting Records. All books and records of the Company shall be maintained at any office of the Company or at the Company's principal place of business, and each Member and his duly authorized representative shall have access to them at such office of the Company and the rights to inspect and copy them at reasonable times. C. Annual and Tax Information. The Members shall use reasonable efforts to cause the Company to deliver to each Member within ninety (90) days after the end of each fiscal year all information necessary for the preparation of such Member's federal income tax return. The Members shall also use reasonable efforts to cause the Company to prepare, within one hundred twenty (120) days after the end of each fiscal year, a financial report of the Company for such fiscal year, containing a balance sheet as of the last day of the year then ended, an income statement for the year then ended, and statement of sources and applications of funds. D. Accounting Decisions. All decisions •as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Members. The Members may rely upon the advice of the Company's accountant as to whether such decisions are in accordance with accounting methods followed for federal income tax purposes. 1 V. ALLOCATIONS, DISTRIBUTIONS AND INTERESTS A. Allocation of Net Income.Net Loss or Capital Gains. Except as may be expressly required by the Code, the net income, net loss or capital gains of the Company for each fiscal year of the Company shall be allocated to the Members, pro rata in accordance with their respective Percentage Interests. 1, B. Distribution of Available Cash. Periodically, but not less frequently than at the end of each calendar year, the Available Cash of the Company, if any, shall be distributed to the Members, pro rata in accordance with their respective Percentage Interests. For any calendar year, Available Cash of the Company need not be distributed to the extent that such cash is required for a reasonable working capital reserve for the Company, the amount of such reasonable working capital reserve to be determined by a majority of the Members. VI. TRANSFER AND ASSIGNMENT OF MEMBERSHIP INTERESTS A. Transfer and Assignment of Membership Interests. Notwithstanding any other provision of this Agreement, no Member shall be entitled to assign, convey, sell, encumber or in any way alienate all or any part of his Interest except with the prior written consent of all of the other Members, which consent may be given or withheld, conditioned or delayed (as allowed by this Agreement or the Act), as the remaining Members may determine in their sole discretion. Transfers in violation of this Section VI.A. shall only be effective to the extent set forth in Section VI.C.2. hereof. i B. Substitute Members. A transferee shall have the right to become a substitute Member if: (i) the requirements of Section VI.A. hereof are met; (ii) such person executes an instrument satisfactory to the remaining Members accepting and adopting the terms and provisions of this Agreement; and (iii) pays any reasonable expenses in connection with his or her admission as a 4 Member. i C. Effect of Transfer. 1. Any permitted transfer of fall or any portion of a Member's Interest in the Company will take effect on the first day of the month following receipt by the Members of written notice of transfer. Any transferee of an Interest in1the Company shall take subject to the restrictions on transfer imposed by this Agreement. 2. Upon any transfer of a Member's Interest in the Company in violation of this f> Agreement, the transferee shall have no right to participate in the management of the business and affairs of the Company or to become a Member, but slich transferee shall only be entitled to receive the share of profits or other compensation by way of income and the return of contributions to which the transferor of such Interest in the Company, would otherwise be entitled. I D. No Resignation or Volunt Dissociation b Member. No Member shall have the right of resignation or dissociation pursuant to the aui ority of Section 13.1-1032 or paragraph 1. of Section 13.1-1040.1 of the Act. VII. DISSOLUTION A. Dissolution of the Company. i 1. The Company shall be dissolved, its assets shall be disposed of, and its affairs wound up on the first to occur of the following: a. A determination by nll of Members that the Company should be dissolved; b. At such earlier time as may be provided by applicable law; or I C. The entry of a decree of dissolution under Section 13.1-1047 of the Act or successor B. Order of Payment. In settling accounts of the Company after dissolution, the assets of the Company shall be applied in the following order: l . First, toward satisfaction of �.11 outstanding debts and other obligations of the Company other than those specified in Section VII3.2. hereof; 2. Second, toward repayment the Company; and 3, Thereafter, the balance, it percentage Membership Interests, VIII. INDEMNIFICATION loans, if any, made by Members to any, to the Members in accordance with their A. Indemmrication oryrgamzer l--jags, va ... ++• �. 1. To the greatest extent not inconsistent with the laws and public policies of the Commonwealth of Virginia, the Company shall i demrdfy any Organizer, Manager or Member (any such Organizer, Manager or Member who is a person, and any responsible officers, partners, shareholders, directors, or managers of such Organizer, Manager or Member which is an Entity, and I 9 i such Entity, all hereinafter being referred to as the indemnified "individual") made a party to any proceeding because such individual is or was an Organizer, Manager or Member against all liability incurred by such individual in connection with any proceeding; provided that it shall be determined in the specific case in accordance with subsection dt of this Section that indemnification of such individual is permissible in the circumstances because the individual has met the standards of conduct for indemnification set forth in subsection VIII.A.3. below. The Company shall pay for or reimburse the reasonable expenses incurred by an Organizer, Manager or Member in connection with any such proceeding in advance of final disposition thereof if (i) the individual furnishes the Company a written affirmation of the individual's €good faith belief that he or she has met the standard of conduct for indemnification described in subsection V➢ LA.3. below, (ii) the individual furnishes the Company a written undertaking, executed personally or on such individual's behalf, to repay the advance if it is ultimately determined that such individual did not meet such standard of conduct, and (iii) a determination is made in accordance with subsection 4. that based upon facts then known to those making the determination, inde`rmnification would not be precluded under this Section. 2. The Company shall have the power, but not the obligation, to indemnify any individual who is or was an employee or agent of the Company to the same extent as if such individual was an Organizer, Manager or Member. 3. Indemnification of an individual is permissible under this Section only if (i) he conducted himself in good faith, and (ii) he reasonably believed that his conduct was in or at least not opposed to the Company's best interest, or (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; and (iv) such individual is not adjudged in any such proceeding to be liable for gross negligence or willful misconduct in the performance of duty. i 4. A determination as to whether indemnification or advancement of expenses is permissible shall be made by the Members, by am2jority vote consisting of Members not at the time parties to the proceeding. 5. Nothing contained in this Section shall limit or preclude the exercise or be deemed exclusive of any right under the law, by contract or otherwise, relating to indemnification of or advancement of expenses to any individual who is or was an Organizer, Manager or Member of the Company or is or was serving at the Company.'s request as a director, officer, partner, manager, trustee, employee, or agent of another foreign or domestic company, partnership, association limited e liability company, corporation, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. Nothing contained in this Section shall limit the ability of the Companyto otherwise indemnify or advance expenses to any individual. It is the intent ofthis Section to provide indemnification to every Organizer, Manager and Member to the fullest extent now or hereafter permitted by the law consistent with the terms and conditions of this Section. Indemnification shall be provided in accordance with this section irrespective of the nature of the legal or equitable theory upon which a claim is made, including without limitation negligence, breach of duty, mismanagement, waste, breach of contract, breach of warranty, strict liability, violation of federal or state securities law, violation of the Employee Retirement Income Security Act of 1974, as amended, or violation of any other state or federal law. i 6. For purposes of this section: a. The term expenses +dudes all direct and indirect costs (including without limitation counsel fees, retainers, court costs', transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or out-of-pocket exp$enses) actually incurred in connectionwiththe investigation, defense, settlement or appeal of a p2ceeding or establishing or enforcing a right to indemnification under this Section, applicable law r otherwise. b. The term "liability" means the obligation to pay a judgment, settlement, penalty, fine, excise tax (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred withirespect to a proceeding. C. The tern "party" incles an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. d. The term "proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. e. The Company may pi rchase and maintain insurance for its benefit, the benefit of any individual who is entitled to indemnification under this section, or both, against any liability asserted against or incurred by such individual in any capacity or arising out of such individual's service with the Company, whether or not the Company would have the power to indemnify such individual against such liability. i IX. MISCELLANEOUS A. Complete Agreement. This Agreement and the Articles constitute the complete and exclusive statement of agreement among the Members with respect to the subject matter hereof This Agreement and the Articles replace and supersede all prior agreements by and among the Members with -respect to the subject matter of this Agreement. This Agreement and the Articles supersede all prior written and oral statements a d no representation, statement, or condition or warranty not contained in this Agreement or the Aicles will be binding on the Members or have any force or effect whatsoever. i B. Governing Law. This governed by, interpreted and enforced in other than its conflicts of laws rules. C. BindinnEffect. Subjecttothepr this Agreement will be binding upon and inure distributees, successors and assigns. and the rights of the parties hereunder will be e with the laws of the Commonwealth of Virginia isiom of this Agreement relating to transferability, the benefit of the Members, and their respective D. Headings. All headings herein are insexied only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. E. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under the present or future laws effer�tive during the term of this Agreement such provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement will remain in full fo cc and effect and will not be affected by the illegal, invalid or unenforceable provision or by its s;verance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there will be added automatically as a part of to suc� illegal, invalid, or unenforceable provision as this Agreement a provision as similar in terms may be possible and be legal, valid and enforceabl e I F. Multiple Counters. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same instrument. A signature transmitted by facsimile shall be deemed to be the equivalent of an original signature. G. Additional Documents and Acts. Each Member agrees to execute and deliver such additional documents and instruments, and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and the transactions contemplated hereby. H. Notices. Any notice to be given 1 hereto in connection with this Agreement must be and received when delivered to the address specifi shall be given to a Member at the address specifies if there is one at such time. Any Member or the C prior written notice to the other Members and substitution of the foregoing addresses to which 1. Amendments. All amendments the Members. J. Title to Company Property. and conveyed in the name of the Company. [The remainder of this to be served upon the Company or any party writing and will be deemed to have been given by the party to receive the notice. Such notices r this Agreement, otherwise in Exhibit A hereto rpany may, at any time, by giving five (5) days' re Company, designate any other address in :h notice will be given Agreement will be in writing and signed by all to all property of the Company will be held intentionally left blank.] IN WITNESS WHEREOF, the undersigned, b! ing the sole Member of the Company as of the effective date hereof, has executed this Operating Agreement on the date set forth below: i SUGARAY TWO, LLC, a Virginia limited liability company, Sole Member i 6/ .Z /05 Date of Signature 6/ 2 E /05 Date of Signature 6/ 2q /M Date of Signature By; GAFFN;EY & ASSOCIATES, LLC, a Virginia limited liability company, Member Q By: PARII SIDE I, LLC, a Virginia limited liability comp�ny, Member M J. By: j George W. Ray, Jr., Member L'2 I i i EXHIBIT TO THE OPERATING'AGREEMENT OF DICKERSON RIDGE LLC Membership Member Address Interest sUGARAY TWO, LLC, a 690 Berkmar Circles 100% Virginia limited liability Charlottesville, VA 22901 company Initial Capital Cantribution $ 500.00 SUGARAY TWO, LLC A UNANIMOUS CONSENT OF Pursuant to Sections 13.1-1022 as amended, the undersigned, being the Virginia limited liability company (the following actions: WHEREAS, the Company is WHEREAS, Sugaray Two, LLf interest in Dickerson Ridge LLC to its Associates, LLC, in accordance with t] 33.333%, respectively; WHERAS, Dickerson Ridge membership interest of Gaffney & e DICKERSON RIDGE LLC IN LIEU OF MEETING 15, 2010 -1024 of the Code of Virginia of 1950, ;tubers of Sugaray Two, LLC, a )mnanv"), hereby approve and adopt the sole Member of Dickerson Ridge LLC; wishes to distribute its membership ,jembers Parkside I, LLC and Gaffney and ,ir membership interests of 66.667% and subsequently wishes to redeem the iates, LLC; NOW THEREFORE, BE IT RESOLVED, that the Members hereby consent to and authorize the distribution of the Company's membership interest in Dickerson Ridge LLC to Parkside I, Ll C and Gaffney and Associates, LLC in accordance with their respective mere jerships in Sugaray Two, LLC; RESOLVED, that the Memb, Ray, Jr. to execute any and all other the distribution of the Company's rr Parkside I, LLC and Gaffney and A Company for these purposes as "ME hereby consent to and authorize George W. cuments as may be necessary to accomplish ibership interest in Dickerson Ridge LLC to ciates, LLC, signing on behalf of the RESOLVED, that Dickerson midge LLC is authorized to redeem the membership interest of Gaffney and !associates, LLC in accordance with a Buyout Agreement substantially in the form attached hereto; - 1 - RESOLVED, that the Members hreby consent to and authorize George W. Ray, Jr. to execute said Buyout Agreeme, t, as well as any and all other such documents as may be necessary to consummate the Buyout Agreement, signing on behalf of the Company for these purposes as "Manager"; and further RESOLVED, that the effective set forth above. No other action is consented to MEMBERS: PARKSLDE I, LLC, a Virginia Limited Liability Company By: Suz J. ooks, Memb Member George W. Ray, Jr., Member GAFFNE'Y AND ASSOCIATES, LL a Virginia Limited Liability Company By. Michael A. Ga fne of these consents shall be as of the date taken. Date: Date: _ /(1�12d /0 Date: % I�l D - Distribution of Membership Interest In Dickerson Ridge LLC and Redemption By Dickerson Ridge LLC of the Membership bltawt of Gaffney and Associates, LLC - 2 - DICKERSON RIDGE, LLC The undersigned, being all of the members of Dickerson Ridge, LLC, a Virginia Limited Liability Company, which is the owner of a 19,328 acre parcel of land, more or less on Dickerson Road, and being Tax Map Parcels 32-49F, 32-491, and 32-49J (the "Property") hereby consent to, authorize and direct George W. Ray, Jr., as Manager of the company, to execute any and all documents relating to the submittal to the Albemarle County Department of Planning and Community Development of any and all documents relating to a proffer relief application and related actions affecting the Property, and to authorize Williams Mullen, and employees thereof, to submit any such documents on behalf of Dickerson Ridge, LLC to the Albemarle County Department of Planning and Community Development. Dickerson Ridge, LLC By: George W. Ray, Jr., Manag By: PARKSIDE I, LLC The sole member of Dickerson Ridge, LLC By: George W. Ray, Jr. 50% Mem er By: Suza ne J. Bro 50% Member t �Fll td�, STATE CORPORATION COMMISSION Richmond, June 3, 2005 This is to certify that the certificate of organization of Dickerson Ridge LLC was this day issued and admitted to record in this office and that Fhe said limited liability company is authorized to transact its 5usiness subject to all Virginia laws applicable to the company xnd its business. Effective date: ]une 3, 2005 �'QpPar�oN Co W 4 'l 1903 State Corporation Commission Attest: DICKERSON RIDGE LLC OPERATING AGREEMENT D CKERSON RIDGE LLC, was issued a Certificate of Organization as a Virginia limited liability company by the Virginia State Corporation Commission on June 3, 2005, (the "Organization Date"). The Company initially constitutes a Zia& member limited liability company as authorized under Virginia law, pursuant to its Articles of Organization and this Operating Agreement. The initial single Member of DICKERSON RIDGE LLC (the "Company"), is SUGARAY TWO, LLC, a Virginia limited liability company (the "Single Member"). The single initial Memberhereby adopts this Operating Agreement as of the Organization Date, and states and declares that the terms of the Articles of Organization and this Operating Agreement shall establish the governing rules of the Company's existence forthe purpose of engaging in all activities permitted by law. It is the express intention of the initial single Member that for so long as there is only a single Member of the Company, whether initial or a subsequent transferee, the separate existence of the Company be ignored for federal and Virginia income tax purposes and that all income, gain, loss, deduction and credits for federal and Virginia income tax purposes be treated as tax items of its sole Member. This intended tax treatment shall in no way be interpreted as an intention that the separate legal existence of the Company be ignored for any other purpose; the express intention being to avail the Company and its single Member ofthe benefits of existence as a separate Virginia Limited Liability Company, I, TERMS AND PURPOSE A. Defined Terms. The terms used in this Agreement with their initial letters capitalized, shall have the meanings specified in this Section I.A. The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa, as the context requires. When used in this Agreement, the following terms shall have the meanings set forth below: I. "Act" shall mean the Virginia Limited Liability Company Act, as amended from time to time. 2. "Additional Member" shallmean any person or Entity admitted as a Member pursuant to the terms hereof. 3.. "Agreement" shall mean this Operating Agreement, as originally executed and as amended from time to time. 4. "Available Cash" of the Company shall mean all cash funds of the Company on hand from time to time (other than cash fiends obtained as contributions to the capital of the Company by the Members and cash funds obtained from loans to the Company) after (i) payment of all operating expenses of the Company as of such time, (h) provision for payment of all outstanding and unpaid current obligations of the Company as of such time, and (iii) provision for a working capital reserve in accordance with Section V.B. below. owners (collectively, the "liable Member") whether prior to or after the date hereof, incurs or has incurred any debt or obligation for which neither the Company nor any of the other Members is to have any responsibility or liability, such Member shall indemnify and hold harmless the Company and the other Members from any liability or obligation they may suffer in respect thereof III. MANAGEMENT AND CONTROL OF BUSINESS A. Overall Control Vested in Member, Except as expressly provided hereinafter, management and control of the Company shall be vested in the sole Member. B. Action by the Sole Member. Any action required or permitted to be taken at a Members' meeting may be taken without a meeting if the action is taken by the sole Member. The action must be evidenced by one or more written consents describing the action to be taken, signed and dated by the sole Member. C. Manager; Powers. Except as expressly provided otherwise in the Act, the Articles or this Operating Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by the Manager. 1. Election of Manager. The sole Member hereby unanimously elects SUGARAY TWO, LLC, a' Virginia limited liability company, as the Manager of the Company, to serve,until its successor shall be duly elected and qualified. The sole Member may elect oneor more persons as Managers at any meeting of the Company to serve until such time as their respective successors are duly el ected and qualified. In addition, if any person resigns or otherwise vacates the office of Manager, the Member shall elect a replacement Manager to serve the remaining term of such office, unless one or more other persons then serve as Managers and the Member determine not to fill such vacancy. A person may be removed as a Manager by the Member with or without cause at any time. A Manager may, but shall not be required to, be elected from among the Member. A Manager may be a natural person or an Entity. 2. Action by Two or More Managers. If at any time there shall be more than one person serving as Manager hereunder, unless otherwise expressly provided by the Act, the Articles, or the terms of this Agreement, the vote, approval, or consent of a majority of the Managers, determined on a per capita basis, shall be necessary and sufficient for the Managers to take any action on behalf of the Company that the Managers are authorized to take pursuant to the Act, the Articles, or this _Agreement. 3. Execution of Documents and Other Actions. If at any time there shall be more than one person serving as Manager hereunder, the Managers may delegate in writing to one or more of their number the authority to execute any documents or take any other actions deemed necessary or desirable in fiirtherance of any action that they have authorized on behalf of the Company as provided herein. Such delegation may be made before or after the authorized action. 4. Single Manager. Ifat any time there is only one person serving as a Manager, sucli Manager shall be entitled to exercise all powers of the Managers set forth in this Section, and all references in this Agreement to "Managers" shall be deemed to refer to such single Manager: 5. Reliance byOther Person S: Any person dealing with the Company, other than a Member, may rely on the authority of any Manager or Managers in taking any action in the name of the Company, if such Manager or Managers provide to such person a copy of the applicable provision of this Agreement and/or the resolution or written consent of the Managers or Members granting such authority, certified in writing by such Manager or Managers to be genuine and correct and not to have been revoked, superseded, or otherwise amended. 6. Manages Expenses and Fees. The Company shall reimburse any Mausger for reasonable out�of-pocket expenses that were or are incurred by the Manager on behalf of the Company with respect to the start-up or operation of the Company, the ongoing conduct of the Company's business, or the dissolution and winding up of the Company and its business. 7. Liability of Managers. So long as a Manager shall act in good faith with respect to the conduct of the business and affairs of the Company, no Manager shall be liable or accountable to the Company or to any of the Members, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing that he may do or refrain from doing in connection with the business and affairs of the Company, except for willful misconduct or gross negligence or breach of fiduciary duty,, and further except for breaches of contractual obligations or agreements between the Manager and the Company. TV, ACCOUNTING AND RECORDS A. Records and Accounting. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods elected to be followed by the Company for federal income tax purposes.. The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Company's business. The fiscal year of the Company for financial reporting and for federal income tax purposes shall be the calendar year. B. Access to Accounting Records. All books and records of the Company shall be maintained at any office of the Company or at the Company's principal place ofbusiness, and each Member and his duly authorized representative shall have access to them at such office of the Company and the rights to inspect and copy them at reasonable times. C. Annual and Tax Information. The Members shall use reasonable efforts to cause the Company to deliver to each Member within ninety (90) days after the end of each fiscal year all information necessary for the preparation of such Member's federal income tax return. The Members shall also use reasonable efforts to cause the Company to prepare, within one hundred twenty (120) days after the end of each fiscal year, a financial report of the Company for such fiscal year, containing a balance sheet as of the last day ofthe year then ended, an income statement for the year then ended, and statement of sources and applications of funds. IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company as of the effective date hereof, has executed this Operating Agreement on the date set forth below: SUGARAY TWO, LLC, a Virginia limited liability company, Sole Member By: GAFFNEY & ASSOCIATES, LLC, a Virginia limited liability company, Member 6/,77 105 By: T(SEAL) Date of Signature Michae A. Gaffn&AW 6/ 2 /05 Date of Signature 6/ 2q /05 Date of Signature By. PARKSIDE 1, LLC, a Virginia limited liability company, Member BY." --,(SEAL, ruzarde J. Brook ember By: George W. Ray, Jr., Member 12 Tills OPERATING AGREEMENT; dated as of June 13, 2005, by and among the undersigned parties, who by their execution of the Operating Agreement have become members of SUGARAY TWO, LLC, a Virginia limited liability company (the "Company'), provides as follows: RECITALS: The undersigned parties have caused the Company to be organized as a limited liability company under the laws of the Commonwealth of Virginia effective as of the date hereof, and they wish to enter into this Operating Agreement to set forth the terms and conditions onwhicl the management, business and financial affairs of the Company shall be conducted: AGREEMENT: NOW, THEREFORE, in Consideration of the foregoing recitals and the mutual promises, covenants and conditions therein contained, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby covenant and agree as follows ARTICLE I - DEFINI'I'iONS 1.01. The following terms used in this Operating Agreement shall have the following meaning (unless otherwise expressly provided herein): (a) "Act" shall mean the Virginia Limited Liability Company Act, Va, Code Ann. Section 13.1-1000 et seq., as amended and in force from time to time. N "Articles" shall mean the articles of organization of the Company, as amended and in force from timetotime, (c) "Capital Account" shall mean as of any given date the amount calculated and maintained by the Company for each Member as provided in Section 5.04 hereof. (d) "Capital Contribution' shall mean any contribution to the capital of the Company by a Member in cash, property or services, or a binding obligation to contribute cash, property or services; whenever made. "Initia Capital Contribution" shall mean the initial capital contribution made to the Company by a Member, as determined pursuant to Section 6.oI hereof business as the Members or Managers may from time to time deem to be in the best interests of the Compatty; and (b) Engage in such other activities as are related or incidental to the foregoing purposes, or in any other lawful business, except as otherwise provided by the law of this Commonwealth: 2,02. Powers. The Company shall have all of the powers and rights of a limited liability company organized under the Act; to the extent such powers and rights are not proscribed by the Articles. 2.03. Competition: During the existence of the Company, the Members and any Manager elected by the Members shall devote such reasonable time to the business of the Company as may reasonably be required to conduct its business in an efficient and profitable manner. The Members and the Managers, for their own account and for the account of others, may engage in business ventures, including the acquisition of real estate properties or interests therein and/or any other businesses or investments which may compete with the business of the Company. Each Member hereby expressly consents to the continued and future ownership and operation by the other Members or the Managers of such properties and waives any claim for damages or otherwise, or rights to participate therein or with respect to the operation and profits or losses thereof. ARTICLE III - NAMES AND ADDRESS OF INITIAL MEMBERS; PRINCIPAL OFFICE 3.01. blames Addresses Capital Contributions and Membership Interest, The names, addresses, initial capital contributions and Membership Interests of the Members are set forth in Schedule A, attached hereto. Such schedule shall be amended from time to time to reflect changes in the information contained therein. 3.02. Offices. The principal office of the Company shall initially be located at 690 Berkmar Circle, Charlottesville, Virginia, 22901. The principal office may be changed from time to time by the Members. The Company may have such other offices, either within or with out the Commonwealth of Virginia, as the Members may designate or as the business of the Company may from time to time require. ARTICLE IV — VOTING POWERS, MEETINGS, ETC. OF MEMBERS 4.01. In General. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the company shall be managed under the direction of, the Members, and the Members shall be entitled to make -3- all decisions and take all actions for the Company, including but not limited to the following. (a) Entering into, making and performing contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder. (b) Opening and maintaining bank and investment accounts and arranging, drawing cheeks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements. (c) Coilecting funds, due to the Company. (d) Acquiring, utilizing for the Company's purposes, maintaining and disposing of any assets of the Company in the ordinary course of its business. (e) To the extent that funds of the Company are available therefore, paying debts and obligations of the Company. (f) Employing from time to time persons, firms or corporations for the operation and management of the Company's business, including managing agents, attorneys, accountants and consultants on such terms anc for such compensation as the Members or Manager shall determine provided the same is fair to the Company, notwithstanding the fact that on, or more Members and/or a Manager may have a financial interest in such firmsor oarporatlorls. (g) Making elections available to the Company under the Code. (h) Obtaining insurance for the Company. (i) Declaring or setting the payment date or form of payment of any distributions pursuant to Section 6.07 hereof. (j) Doing and performing all such things and executing, acknowledging and delivering any and all such instruments as may be in furtherance of the Company's purposes and necessary and appropriate to the conduct of its business_ 4.02. Action bombers. In managing the affairs of the Company and exercising its powers, the Members shall act collectively through meetings and/or written consents as provided in this Article or through a Manager or Managers to whom authority and duties have been delegated pursuant to Article V hereof. -4- 4.03. Required Consent for Action. The decision of the Member or Members holding a majority of the Membership Interests from time to time shall prevail and be the decision of the Company with respect to any matter regarding the management or affairs of the Company, or which requires the determination; consent, approval or agreement of the Members, except as otherwise provided by the Act or the Articles, or unless this Agreement specifically provides that such decision shall be made by a particular percentage of Membership Interests or number of Members other than the Member or Members holding a majority of the Membership Interests: By way of example and not limitation, any provision this Agreement that requires the consent or determination of the Members as to a particular matter but does not specify a particular percentage of Membership Interests or number of Members necessary for such consent or determination shall be interpreted to require the consent or determination of the Member or Members holding a majority of the Membership Interests. 4.04. Aet ons Requiring Unanimous Consent Notwithstanding Section 4.03 hereof or any other provisions of this Agreement, the unanimous consent of the Members shall he necessary and sufficient in order for any of the following actions to be taken from time to time on behalf of the Company: (a) Fixing or modifying the salary paid to any member or fixing or paying any bonus or other compensation to any Member. (b) Electing or removing any Manager or Managers of the Company. (c) Confessing a judgment against the Company in excess of $5,000.. (d) Endorsing any note in excess of $5,000, or acting as an accommodation party or otherwise becoming a surety or guarantor for any other person in an amount exceeding $5,000. (e) Borrowing money or otherwise committing the credit of the Company for Company activities, and voluntarily prepaying or extending any such borrowings, or which require the personal guarantee of any Member or Members of any Member which is an entity. (I) Obtaining a loan from a Member in accordance with Section 6.05, except that the consent of Members holding only a majority of Membership Interests is required to approve a loan from a Member or Members whose proceeds will be used to prevent a default by the Company under any of its obligations to outside Ienders and/or to provide operating funds during a buyout of one or more Members under the provisions in Sections 7.06 or 7.07 or an orderly liquidation of the Company in accordance with Section 8.04. 5- (g) Making a loan or advance on behalf of the Company to any other party in excess of $5,000. (h) A decision not to make tax distributions as described in Section 6.08, unless there is insufficient "available cash" as defined in Section 6.08. (i) Amending the Articles or this operating Agreement. G) Any other matter which under the express terms of this Operating Agreement or the Act requires the unanimous consent of the Members, 4.05. Annual Meeting. No annual meeting of the Members shall be required to be held, but an annual meeting may be called at the request of any Member. 4:06. Special Meetings. Special Meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute; shall be called at the request of any Member. 4.07. Place of Meetings. The place of any meeting of the Members shall be the principal office of the Company, unless another place is designated by the member or Members calling the meetings, and if such place is not within the City of Charlottesville or the County of Albemarle, Virginia, such other meeting place as is consented to by all the Members, 4.08. Notice of Meetings. Written notice stating the place, day and hour of any meeting of the Members and, if a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 days nor more than 60 days before the date of the meeting, either personally or by mad, by or at the direction of the Person or Persons calling the meeting, to each Member, unless the Act or the Articles require different notice. 4.09, Conduct of Meeting. All meetings of the Members shall be presided over by a chairman of the meeting, who shall be designated by the Members. The chairman of any meeting of Members shall determine the order, of business at the procedure at the meeting, including such regulation of the manner of the voting and the conduct of discussion as seen to him in order, and shall appoint a secretary of each meeting to take minutes thereof. 4.10. Participation by Telephone or Similar Communication& Members may Participate and hold a meeting by means of conference telephone or similar communications equipment by means of which all Members participating can hear and be heard, and such participation shall constitute attendance and Presence in person at such meeting. 4.11. Waiver of Notice. When any notice of a meeting of the Members is required to be given, a waiver thereof in writing signed by a Member entitled to such notice, 6 whether given before, at, or after the time of the meeting as stated in such notica shall be equivalent to the proper giving of such notice. 4.12. Action by Written Consent: Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if one or more written consents to such action are signed by the requisite number of Members. Such consent or consents shall be filed with the minutes of the meetings of the Members. Action taken under this Section is effective when the requisite number of Members have signed the consent or consents, unless the consent or consents specify a different effective date. 4.13. Waiver by Members., Except as provided otherwise herein, the Members expressly waive any right they may have to continence an involuntary bankruptcy proceeding under the United States Bankruptcy Code against the Company, or to seek the appointment under either state or federal law of a temporary or permanent receiver, trustee, custodian or sequestrator, or to seek the dissolution of the Company pursuant to applicable state law. Nothing in thi Section shall be construed to prohibit a Member from bringing an action again the Company for the recovery of any sums owed, or from bringing an action Against the Managers for a breach of duty by such Managers. ARTICLE V —MANAGERS 5.01. Election, etc.. of Managers. One or more Managers may be elected from time t time by the Members; to serve until the next annual meeting of the Members or until their successor or successors are elected and qualified, or such shorter tern as may be specified by the Members. Any Manager may be removed by the Members with or without cause at any time, and it shall be at the discretion of the Members whether and at what time to elect a replacement Manager or Managers. A Manager may, but shall not be required to, be selected from among the Members. Managers shall be compensated as determined by the unanimous consent of the Members. 5.02. Election of Initial Managers. The Members hereby elect Suzanne J. Brooks, George W. Ray, Jr., and Michael A. Gaffney as the initial Managers of the Company, to serve until the next annual meeting of the Members. 5.03. Authorityof f Managers. The Members may, but shall be under no obligation to, from time to time delegate to one or more Members such authority and duties a, the Members may deem advisable. The Members may assign titles (including, without limitation, President; Vice -President, Secretary and Treasurer) to any Manager. Unless the Members determine otherwise, if title assigned to a Manager is one commonly used for officers of a business corporation formed under Virginia law, the assignment of such title shall constitute the delegation t+ such Manager of the authorities and duties that are customarily associated with _7- that office, subject to any specific delegation of authorities and duties made pursuant to the first sentence of this Section. Any number of titles may be held by the same Manager. Any delegation of authority and duties to a Manager or Managers pursuant to this Section may be revoked at any time by the Members, with or without cause. 5.04. Reliance by Other Persons. Any person dealing with the Company, other than I Member, may rely of the authority of any Manager in taking any action in the name of the Company, if the Manager provides to such a person a copy of the resolution or written consent of the Members granting such authority (whether such grant is general or specific in nature) certified in writing by such Manager to be genuine and correct and to not have been revoked, superseded or otherwis amended. 5.05. No Authority. Unless authorized to do so by the express terms of this Operatin, Agreement, or by the Members under the terms set forth herein, no Manager, Member, agent or employee of the Company or any other Person shall have the power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. 5.06_ Limitation of Liability of Members and Mana ers. In any proceeding brought by or in the right of the Company or brought by or on behalf of the Members of the Company, no Manager or Member of the Company shall be liable for any damages; provided, however, that the liability of a Manager or Member shall nt be limited as provided in this Section if the Manager or Member engaged in willful misconduct or a knowing violation of the criminal laws of any federal of state securities law. 5.07. Indemnification for Liability. The Company shall indemnify any Person who was or is a party to any proceeding, including a proceeding brought by a Member in the right of the Company or brought by or on behalf of the Member. of the Company, by reason of the fact that such Petson is or was a Manager (or officer) of the Company, or is or was a Member managing the Company in the absence of a Manager, or is or was serving at the request of the Company as a manager, director, trustee, partner or officer of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan o: other enterprise, against any liability and reasonable expenses (including reasonable attorneys' fees) incurred by such Person in connection with such proceeding unless he has engaged in willful misconduct or a knowing violation of the criminal law. No amendment or repeal of this Section shall have any effect on the rights provided herein with respect to any act or omission occurrin prior to such amendment or repeal. If the Members or, if Manager($) determine that the facts then known do not preclude indemnification, the Company shell advance or promptly reimburse the reasonable expenses incurre( by an eligible applicant who is a party to a proceeding in advance of the final disposition of the proceeding if the applicant furnished the Company: Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation. 10.07. Rights and Remedies Cumulative. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right orremedy 'by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 10.08. Seyerability. 1f any provision of this Operating Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law. 10.09. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Operating Agreement, their respective heirs, legal representatives, successors and assigns. 10,10. Creditors. None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditor of the Company; 10.11. Counterparts. This Operating Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 10,12. Entire Agreement: This Operating Agreement sets forth all of the promises, agreements, conditions, and understandings between the parties respecting the subject matter hereof and supercedes all prior negotiations, conversations, discussions, correspondence, memoranda and agreements between the parties concerning such subject matter. The undersigned, being all of the Members of the Company, hereby agree, acknowledge and certify that the foregoing Operating Agreement constitutes the sole and entire Operating Agreement of the Company, unanimously adopted by the Members of the Company as of the date first written above. MEMBERS: -22- PARKSIDE I, LLC, a Virginia limited liability company 4unne-T ooks, Member George W Ray, Jr., Membe GAFFNEY & ASSOCIATES, LLC, a Virginia limited liability company -��