Clover Hunter Holdings LLC
THE MEMBERSHIP INTERESTS DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. THESE INTERESTS MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, OR OFFERED FOR SALE OR OTHER DISPOSITION, UNLESS A REGISTRATION STATEMENT UNDER THOSE LAWS WITH RESPECT TO THE MEMBERSHIP INTERESTS IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS IS THEN APPLICABLE TO THE MEMBERSHIP INTERESTS, AND UNLESS THE PROVISIONS OF ARTICLE VII OF THIS AGREEMENT ARE SATISFIED.
This OPERATING AGREEMENT OF CLOVER HUNTER HOLDINGS LLC, a New York limited liability company, is made and entered into as of January __, 2026 (the "Effective Date"), by and among the Members and Manager, as set forth on Schedule 1 annexed hereto and made a part hereof.
WHEREAS, 48 Clover Lodge LLC, a New York limited liability company (the "Property Owner") is the owner of a parcel of land, together with the improvements thereon, located at 48 Clover Road, Hunter, New York 12442, (as more particularly described on Exhibit A attached hereto and made a part hereof (the "Property"), and
WHEREAS, Ursa Major Hunter LLC (the "Property Operator") is the owner and holder of the business functions of the Property; and
WHEREAS, the Property Owner and Property Operator desire to develop a hotel/resort project (the "Project") on the Property, and
WHEREAS, the Members desire to invest in the Project; and
WHEREAS, in order to implement the Project, the Members and Manager desire to form a limited liability company named "Clover Hunter Holdings LLC" (the "Company") under the Act, pursuant to the terms and conditions of this Agreement, and
WHEREAS, the Company will be the sole member of both the Property Owner and the Property Operator;
NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties hereby agree as follows:
Unless the context otherwise requires, the terms defined below shall, for purposes of this Agreement, have the meanings specified:
"Act" means the New York Limited Liability Company Law and any successor statute, as amended from time to time
"Additional Capital" has the meaning set forth in Section 3.2(a)
"Additional Capital Notice" has the meaning set forth in Section 3.2(a)
"Additional Capital Notice Due Date" has the meaning set forth in Section 3.2(a).
"Additional Member" has the meaning set forth in Section 2.8.
"Affiliate" means, with respect to any Person, any Person controlling, controlled by or under common control with the Person in question, where "controlling," "controlled" and "control" mean the possession of the power, directly or indirectly, to direct the management of a Person whether through ownership of voting securities, by contract, or otherwise.
"Agreement" means this Operating Agreement, as amended from time to time.
"Articles" means the Articles of Organization of the Company as originally filed with the Secretary of State of the State of New York on December 4, 2025 for the purpose of forming the Company and as amended from time to time.
"Available Cash from Capital Transactions" means the net cash received by the Company from Capital Transactions, less such cash reserves as the Manager deems reasonably necessary to meet any foreseeable cash needs of the Company as a result of such Capital Transactions, including, without limitation, reserves for potential liability with respect to representations or warranties made in connection with any disposition of the Property or any portion thereof.
"Available Cash from Operations" means all cash and cash equivalents of the Company on hand at any time (other than Available Cash from a Capital Transaction), including, without limitation, cash or proceeds received from the operations of any real or personal property owned by the Company, less such cash reserves as the Manager deems reasonably necessary for capital expenditures, working capital and to meet any other foreseeable cash needs of the Company.
"Capital Account" shall mean, with respect to each Member, the account established for each Member in accordance with Section 704 of the Code and the rules set forth in Treasury Regulations, Section 1.704-1(b)(2)(iv).
"Capital Transaction" means the sale, condemnation, destruction by casualty or other disposition, restructuring, material modification or payoff or financing or refinancing of the Property or any portion thereof.
"Capital Contribution" means any contribution to the capital of the Company in cash or otherwise by a Member, whenever made.
"Code" means the Internal Revenue Code of 1986, as amended from time to time (or corresponding provisions of succeeding laws).
"Company" means CLOVER HUNTER HOLDINGS LLC, a New York limited liability company.
"Contribution Loan" has the meaning set forth in Section 3.2(b).
"Contribution Loan Notice" has the meaning set forth in Section 3.2(b).
"Contributing Member" has the meaning set forth in Section 3.2(b).
"Fiscal Year" means the Company's fiscal year, which shall be the calendar year.
"Initial Capital Contribution" shall mean the initial contribution to the capital of the Company by the Members pursuant to Section 3.1 of this Agreement.
"Law" means the Limited Liability Company Law of the State of New York, as amended from time to time (or any corresponding provisions of succeeding law).
"Major Decision" has the meaning set forth in Section 5.1(b).
"Manager" means, initially, [Nevo Loubaton, or an entity he controls], or any successor manager appointed in accordance with Section 5.2.
"Members" means the Persons signing this Agreement as Members and the Persons who subsequently acquire a Membership Interest in accordance with the terms of this Agreement and are admitted to the Company as Members as provided in this Agreement, but does not include any Person who has ceased to own a Membership Interest, and "Member" means any one (1) of the Members.
"Membership Interest" means a Member's rights in the Company, including, without limitation, the Member's share of Net Profits and Net Losses, the right to receive distributions and any voting, inspection or approval rights contained herein or under applicable law.
"Net Profits" and "Net Losses" mean, for each Fiscal Year, the taxable income or loss of the Company for such Fiscal Year determined in accordance with Section 703(a) of the Code plus any income exempt from federal income tax under the Code, and less any expenditures not deductible in computing such income or loss and not properly chargeable to capital accounts under the Code.
"Non-Contributed Amount" has the meaning set forth in Section 3.2(b).
"Non-Contributing Member" has the meaning set forth in Section 3.2(b).
"Percentage Interest" means, as to any Member at any time, the percentage interest set forth next to such Member's name on Schedule 1, which Schedule 1 shall be updated by the Manager pursuant to the terms of this Agreement as and when additional capital is contributed to the Company by the Members, and as additional Members are admitted to the Company.
"Person" means an individual, partnership, limited liability company, corporation, association, cooperative, trust, estate or other entity.
"Property" shall mean [property description], as more particularly described on Exhibit A attached hereto and made part hereof, together with all buildings and improvements located thereon and all personal property (not owned by tenants) located thereat or used in connection therewith.
"Purchase Agreement" means that certain Purchase and Sale Agreement dated as of [______________] __, 2025, by and between [______________], a New York limited liability company, as seller, and the [______________], as buyer.
"Transfer" shall mean, as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, gift, or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge, hypothecate, give or otherwise dispose of.
"Unrecovered Cash Capital Contributions" shall mean, with respect to any Member at any time, the aggregate amount of cash Capital Contributions made by such Member up to such time.
TOP LEVEL
CLOVER HUNTER HOLDINGS LLC
(Holding Company)
Ownership:
20%
Yael & Zion
80%
Manager & Others
SUBSIDIARY
48 CLOVER LODGE LLC
(Real Estate LLC)
Owns:
48 Clover Road Property
SUBSIDIARY
URSA MAJOR HUNTER LLC
(Operating Company)
Operates:
Hotel, F&B, Spa, Events
KEY POINT:
Yael & Zion's 20% ownership in the Holding Company gives them indirect 20% economic interest in both the real estate asset and all operating businesses.
The Company was formed on December 4, 2025 as a New York limited liability company under and pursuant to the provisions of the Law. The rights and obligations of the Members and the Manager shall be as provided in the Law except as otherwise expressly provided in this Agreement.
The Company's name shall be "Clover Hunter Holdings LLC." The Company may do business under that name or any other name chosen by the Manager. The Company shall cause appropriate trade name certificates, fictitious name certificates and like statements to be filed and published under the name set forth in this Section 2.2, or such other name as the Company may have or use in any state or jurisdiction from time to time.
The nature of the business and of the purpose to be conducted and promoted by the Company is to directly or through one or more subsidiaries engage solely in the following activities: (i) to acquire, develop, own, manage, operate, improve, maintain, assign, transfer, dispose of, lease, finance, mortgage, pledge and otherwise deal with, use and enjoy the Property or any portion thereof, or providing any services related thereto, (ii) to develop the Project, and to obtain all financing that is necessary or advisable in connection therewith, (iii) to do all things necessary, suitable or proper for the accomplishment of, or in furtherance of, any of such purposes and to do every other act or acts incidental to or arising from, or connected with, such purposes and (iv) to engage in any lawful activity relating to the fulfillment of the purposes set forth in the preceding clause of this sentence as may be approved by the Manager.
The Company hereby ratifies and approves the Purchase Agreement (and the terms and conditions of such Purchase Agreement) and may enter into or execute all documents, agreements or certificates contemplated thereby or related thereto, all without any further act, vote or approval of any Member notwithstanding any other provision of this Agreement, the Law or any applicable law, rule or regulation.
The principal place of business of the Company shall be located at [______________], or at such other place as the Manager may determine. A copy of any notice or demand sent to the Company at the Company's principal place of business shall promptly be sent to the Manager at the Manager's address as it appears in the Company's records.
The term of the Company shall continue perpetually, unless sooner dissolved in accordance with the provisions of this Agreement or the Law.
A Member's Percentage Interest shall for all purposes be personal property. All property owned by the Company, whether real or personal, tangible or intangible, shall be owned by the Company as an entity, and no Member, individually shall have any ownership interest in that property.
The names and addresses of the initial Members of the Company are set forth on Schedule 1 attached and made a part hereof.
On the Effective Date, the Members shall be obligated to (and do hereby covenant and agree to) contribute their respective Initial Capital Contributions to the Company, in accordance with the schedule set forth on Schedule 1. The Members acknowledge that the Company has heretofore deposited the sums for the downpayment required under the Purchase Agreement, and start up expenses of the Company, which sums shall be deemed to be part of the Member's Initial Capital Contributions.
Investor Member Contribution Structure:
The Investor Member(s) acquiring twenty percent (20%) Membership Interest shall contribute a total of One Million One Hundred Thousand Dollars ($1,100,000.00) as follows:
Cash Contributions ($300,000):
Materials and Management Services Credit ($800,000):
A credit of Eight Hundred Thousand Dollars ($800,000.00) for construction materials, finishes, and construction management/administrative services to be provided through the Investor Member's wholesale accounts and back office support, including but not limited to:
All materials shall be provided at wholesale cost-plus pricing. Administrative and management services shall be valued at fair market rates. Credit shall be applied against approved, itemized invoices for materials delivered or services rendered to the Project.
Vesting Schedule:
The Investor Member's twenty percent (20%) Membership Interest shall vest and be deemed fully earned only upon the completion of the entire $1,100,000.00 contribution as follows:
Cash Payment Complete
Both installments ($150K + $150K) paid in full
Materials Credit Utilized
Full $800,000 credit applied against delivered materials and services
Any unutilized portion of the $800,000 materials credit shall not vest equity and shall not be deemed invested capital. The Investor Member's Percentage Interest shall be proportionally adjusted on Schedule 1 to reflect only the actual value delivered.
No Member shall have the right to receive any interest on any portion of such Member's Capital Contributions. Except as otherwise provided in this Agreement, the Company shall not redeem or repurchase any Membership Interests, and no Member shall have the right to receive a return on, or to withdraw all or any part of, its Capital Contributions.
A Capital Account shall be established for each Member on the books and records of the Company. If any assets of the Company are distributed to the Members in kind, the Capital Accounts of such Members shall be adjusted to reflect the difference between the fair market value of such assets on the date of distribution and the basis of the Company in such assets.
Each Member hereby agrees to execute and deliver to the Company within five (5) Business Days after receipt of a written request therefor, such other and further documents and instruments, statements of interest and holdings, designations, powers of attorney and other instruments and to take such other action as the Manager deems necessary, useful or appropriate to comply with any laws, rules or regulations as may be necessary to enable the Company to fulfill its responsibilities under this Agreement.
The Net Profits and Net Losses of the Company shall be the net profits and net losses of the Company as determined for federal income tax purposes. The Net Profits and Net Losses of the Company and each item of income, gain, loss, deduction or credit entering into the computation thereof, shall be allocated to the Members in the same proportions that they share in distributions of Available Cash from Operations, pursuant to Section 4.2(a) below, or if there is no available cash, that they would have shared if there had been Available Cash from Operations.
Following the date that is thirty-six (36) full calendar months from the date of the closing of the Purchase Agreement, to the extent the Company has Available Cash from Operations, the Company shall distribute Available Cash from Operations to the Members, quarterly, as follows:
Following the date that is thirty-six (36) full calendar months from the date of the closing of the Purchase Agreement, to the extent the Company has Available Cash from Capital Transactions, the Company shall distribute Available Cash from Capital Transactions to the Members, generally within thirty (30) days of a Capital Transaction, as follows:
The Company shall maintain such reserves as the Manager reasonably determines in light of the liabilities and obligations of the Company, including, without limitation, debt for borrowed money, capital expenditures and working capital for the Company. There shall be no distributions to the Members during any period that the Company does not have adequate reserves as reasonably determined by the Manager.
No distribution shall be made by the Company, if immediately after such distribution, the fair market value of the Company's assets will not exceed all liabilities of the Company, exclusive of liabilities to the Members on account of their respective Capital Contributions.
Notwithstanding anything to the contrary contained in this Agreement, following the date that is thirty-six (36) full calendar months from the date of the closing of the Purchase Agreement, [the Nevo Loubaton entity] shall cause all Available Cash from Operations received with respect to its Membership Interests in the Company to be promptly and automatically reinvested in the Company.
Subject to the express terms of this Agreement, including Section 5.1(b) hereof, the Manager shall conduct the business and affairs of the Company and shall be empowered to make all decisions and take all actions with respect thereto, including, without limitation:
Major Decisions require written consent from Members holding more than seventy-five percent (75%) of the Membership Interests.
Major Decisions include:
Casanevo shall serve as the initial property manager (the "Property Manager") of the Property.
The Property Manager will be paid a fee equal to eight (8%) percent of the yearly gross income from the Project, calculated as:
The Manager shall be entitled to receive a Developer Fee totaling $250,000.00:
Note: This compensation structure is standardized across all partnership agreements for the Project and applies equally to all Members.
The Manager, in its commercially reasonable discretion, may employ Affiliates of Members to provide services to the Company, provided that the payment for such services shall equal standard market fees for similar services.
Pre-Approved Affiliate Arrangements:
The Company pre-approves the engagement of the Investor Member's wholesale supplier accounts and back office resources for the provision of construction materials, finishes, and construction management/administrative services to the Project, subject to the following terms:
Cost-Plus Pricing: All materials and services shall be provided at wholesale cost plus a markup percentage to be mutually agreed upon in writing between the Manager and Investor Member.
Manager Approval Required: Each purchase order or service agreement must be approved in advance by the Managing Member. The Manager retains sole discretion to approve or reject any proposed purchase.
Competitive Pricing Requirement: If the Manager identifies the same or substantially similar materials or services available from third-party suppliers at a lower total cost (including delivery), the Manager may elect to purchase from such third-party suppliers. In such case, the Investor Member's $800,000 materials credit shall not be applied to such external purchases.
Construction Management and Back Office Support: The Investor Member commits to provide construction management, administrative, and back office support for the Project, including but not limited to: order processing and management, invoice organization, vendor coordination, procurement logistics, scheduling assistance, and administrative support in implementing the design specifications. The value of such services shall be applied against the $800,000 credit at fair market rates. Physical construction labor is NOT included in this credit arrangement.
Invoicing and Credit Application: All materials and services shall be documented through detailed, itemized invoices showing actual wholesale cost and applied markup. Such invoices shall be applied against the $800,000 materials credit set forth in Section 3.1.
Bruna and Manoli Design Authority: All design decisions, creative direction, aesthetic standards, and brand vision for the Project shall be under the exclusive authority of Bruna, through her company Manoli.
Design Authority includes but is not limited to:
The Manager and all Members acknowledge that Bruna/Manoli retains final approval rights on all design-related matters. The Investor Member's construction and project management responsibilities shall be executed in accordance with Bruna/Manoli's design specifications and creative direction.
Working Collaboration: Bruna/Manoli will work directly with designated team members from the Investor Member's organization to translate and implement her design vision for OKWARI. The Investor Member's team will provide technical execution, material sourcing, and construction coordination to bring Bruna/Manoli's creative concepts to reality.
Design Rights and Intellectual Property:
The Company deeply values the Investor Member's contributions through construction management, materials procurement, and administrative coordination. To ensure clarity, all design rights, creative vision, concepts, and intellectual property related to the Project's aesthetic elements remain exclusively with Manoli. All design attributions and credits shall reflect Manoli as the designer of the Project.
No Transfer of all or any portion of a Member's Membership Interest shall be permitted unless such Transfer has been approved in advance by the Manager, in its sole discretion, and the Transfer complies with the other requirements of this Article VII. Any Transfer in contravention of this Article VII shall be null and void ab initio.
If any Member desires to Transfer its Membership Interest, they must first offer it to the Company. The purchase price shall be the greater of:
The Company has 20 Business Days to exercise this right.
If the Company declines, the Manager has the next right to purchase under the same terms and conditions, with 20 Business Days to respond.
If both the Company and Manager decline, other Members have the right to purchase on a pro-rata basis, with 20 Business Days to respond with a 10% deposit.
If all internal parties decline, the Member may Transfer to a third party within 120 days, subject to 75% Member approval, at terms no more favorable than offered internally.
The Company shall be dissolved upon:
Upon winding up, assets distributed as follows:
ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE SUBMITTED TO BINDING ARBITRATION
EACH MEMBER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO DEMAND A JURY TRIAL with respect to any dispute arising under or in connection with this Agreement. This waiver is knowingly, intentionally and voluntarily made.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGES TO FOLLOW]
MANAGER:
Name: Nevo Loubaton
Date: January 22, 2026
MEMBERS:
Name: Yael
Date: January 22, 2026
Name: Zion
Date: January 22, 2026
DRAFT DOCUMENT: This Operating Agreement is a draft for review purposes. Upon approval, all necessary adjustments and refinements will be made with our legal team to ensure full legal compliance and accuracy.