Real Estate Operating Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

1. Purpose of Agreement

This Operating Agreement (the “Agreement”) is made and entered into effective as of {{effective_date}}, by and among the undersigned parties, hereinafter collectively referred to as the “Members” and individually as a “Member.” This Agreement sets forth the rights, duties, and obligations of the Members with respect to the operation and management of {{company_name}}, a {{legal_entity_type}} (the “Company”) established for the purpose of engaging in real estate investment activities within the Southern African region.

2. Membership and Capital Contributions

2.1. Initial Members and Ownership Interests: The initial Members and their respective ownership interests are as follows:

- {{member_name_1}}: {{ownership_percentage_1}}%

- {{member_name_2}}: {{ownership_percentage_2}}%

- [Add more members as necessary]

2.2. Capital Contributions: Each Member shall contribute to the capital of the Company in accordance with their ownership interests. Initial contributions shall be as follows:

- {{member_name_1}}: {{initial_contribution_amount_1}} in {{contribution_type_1}}

- {{member_name_2}}: {{initial_contribution_amount_2}} in {{contribution_type_2}}

- [Add more as necessary]

Further capital calls shall be made as determined by a {{majority_percentage}}% vote of the Members.

3. Management and Decision-Making

3.1. Management Structure: The Company shall be managed by {{management_structure, e.g., a board of managers, all members jointly}}. The initial {{management_body}} shall consist of:

- {{manager_name_1}}

- {{manager_name_2}}

- [Add more managers as necessary]

3.2. Voting Rights: Each Member shall have voting rights proportionate to their ownership interest, unless otherwise specified herein. Major decisions, including but not limited to the acquisition or sale of properties, incurrence of significant debt, or amendment of this Agreement, shall require a {{supermajority_percentage}}% vote of the Members.

4. Distributions

Profits and losses of the Company shall be allocated among the Members in proportion to their respective ownership interests. Distributions of available cash flow shall be made quarterly, or as otherwise determined by the Members, based on the following priority:

a) To repay any Member loans to the Company, plus accrued interest.

b) To distribute {{preferred_return_percentage}}% preferred return on unreturned capital contributions.

c) Remaining distributable cash shall be allocated among the Members in proportion to their ownership interests.

5. Transfer of Interests

5.1. Restrictions on Transfer: No Member shall transfer, assign, or encumber their interest in the Company without the prior written consent of the other Members, which consent shall not be unreasonably withheld.

5.2. Right of First Refusal: If a Member desires to sell their interest, they must first offer it to the other Members at the same price and on the same terms. The other Members shall have {{number_of_days}} days to exercise this right.

6. Dissolution of the Company

The Company shall be dissolved upon the occurrence of any of the following events:

a) The unanimous written agreement of all Members.

b) The sale or disposition of all or substantially all of the Company’s assets.

c) By order of a court of competent jurisdiction.

Upon dissolution, the Company's assets shall be liquidated, and the proceeds distributed in accordance with the capital accounts of the Members after satisfaction of all Company liabilities.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in {{arbitration_city}}, in accordance with the arbitration rules of {{arbitration_institution}}.

Signature Block

IN WITNESS WHEREOF, the parties have executed this Operating Agreement as of the Effective Date first written above.

_______________________________

{{member_name_1}}

Date: {{signature_date_1}}

_______________________________

{{member_name_2}}

Date: {{signature_date_2}}

[Add more signature blocks as necessary]