Prosperities Capital, LLC v. Michael Dettmann

IN THE DISTRICT COURT OF TULSA COUNTY STATE OF OKLAHOMA PROSPERITIES CAPITAL, LLC, an Oklahoma limited liability company, Plaintiff, v. MICHAEL DETTMANN, an individual, Defendant. Case No. CJ-2026-01000 KELLY GREENOUGH PETITION Plaintiff Prosperities Capital, LLC ("Plaintiff") states as follows for its Petition against Defendant Michael Dettmann ("Defendant"). JURISDICTION AND VENUE 1. Plaintiff is an Oklahoma limited liability company with its principal place of business in Tulsa, Oklahoma. 2. Defendant Michael Dettmann is an individual who resides in Tulsa County, Oklahoma. 3. This Court has personal and subject matter jurisdiction. 4. Venue is proper. FACTS 5. Plaintiff is a real estate investment company formed on November 7, 2016, and is engaged in the business of acquiring and selling or renting real property in Tulsa, Oklahoma, and the surrounding areas. 6. At all relevant times, the members of Plaintiff included Josiah Dettmann ("Josiah") and Defendant. 7. Josiah and the Defendant each owned 50% of Plaintiff. 8. Plaintiff is a manager-managed limited liability company pursuant to its Operating Agreement. 9. Josiah serves as the sole Manager of Plaintiff and is authorized to bring this action. 10. On November 7, 2016, Defendant and Josiah signed an Operating Agreement establishing the operation and management of Plaintiff. A true and correct copy of the Operating Agreement is attached as Exhibit “A.” 11. Section 7.03 of the Operating Agreement restricts the powers of the members, providing that “a Member shall not have the authority or power to act on behalf of, or to bind, the Company.” 12. The Operating Agreement does not grant members the authority to make withdrawals from Plaintiff’s bank account. 13. On or about December 2, 2025, Defendant withdrew $182,000 from Plaintiff’s bank account without authorization. 14. Josiah later permitted Defendant to retain $60,000 of that amount based on Defendant’s representation that the funds were used for Plaintiff’s attorneys’ fees. However, no invoices or supporting documentation were ever provided to Josiah. 15. On or about December 5, 2025, Defendant returned $30,000 of the funds. 16. On or about January 7, 2026, Defendant returned $5,000 and on February 12, 2026, Defendant returned $5,000. 17. To date, $82,000 remains owed to Plaintiff as a result of Defendant’s unauthorized withdrawal. COUNT I BREACH OF CONTRACT 18. Plaintiff realleges and restates paragraphs 1 through 17 above and further alleges and states as follows: 19. Plaintiff and Defendant entered into an Operating Agreement by which they agreed to certain terms and conditions. 20. Defendant breached the Operating Agreement by knowingly and intentionally withdrawing funds from Plaintiff's bank account without authorization. 21. As a result of Defendant's breach of the Operating Agreement, Plaintiff has suffered damages in an amount to be determined at trial but no less than $82,000. COUNT II BREACH OF FIDUCIARY DUTY 22. Plaintiff realleges and restates paragraphs 1 through 21 above and further alleges and states as follows: 23. As a member of Plaintiff, Defendant owes fiduciary duties of good faith, loyalty, and care to Plaintiff. 24. Defendant breached these fiduciary duties by withdrawing unauthorized funds from the Capital Account and using those funds for unknown and unauthorized personal expenditures or for purposes not benefitting Plaintiff. 25. As a result of Defendant's breach of his fiduciary duties to Plaintiff, Plaintiff has suffered damages in an amount to be determined at trial but no less than $82,000. COUNT III REQUEST FOR AN ACCOUNTING 26. Plaintiff realleges and restates paragraphs 1 through 25 above and further alleges and states as follows: 27. Defendant accessed Plaintiff’s bank account and withdrew substantial funds without authorization. 28. The extent of Defendant’s expenditures and use of Plaintiff’s funds cannot be fully determined without an accounting. 29. Plaintiff is entitled to an accounting requiring Defendant to disclose and account for all financial transactions involving Plaintiff’s funds during the relevant time period. PRAYER FOR RELIEF WHEREFORE, Plaintiff Prosperities Capital, LLC, prays for judgment as follows: (A) Judgment against Defendant in an amount to be proven at trial, but believed to equal at least $82,000; (B) Judgment against Defendant Michael Dettmann for prejudgment and post-judgment interest as allowed by law; (C) Judgment against Defendant for costs and attorneys’ fees as allowed by law; (D) Such other and further relief as the Court deems just and proper. Respectfully Submitted, Scott V. Morgan, OBA No. 30183 Alexandra M. King, OBA No. 36819 HALL, ESTILL, HARDWICK, GABLE, GOLDEN & NELSON, P.C. 521 East 2nd Street, Suite 1200 Tulsa, Oklahoma 74120-1855 Telephone: (918) 594-0400 Facsimile: (918) 594-0505 [email protected] [email protected] ATTORNEYS FOR PLAINTIFF PROSPERITIES CAPITAL, LLC CERTIFICATE OF MAILING I hereby certify that on the 4th day of March, 2026, a true and correct copy of the foregoing document was sent via First Class United States Mail to the following counsel of record: Michael Collins Dettmann 3606 E. 40th Pl. Tulsa, OK 74135 (918) 829-6816 OPERATING AGREEMENT OF PROSPERTIES CAPITAL, LLC THIS OPERATING AGREEMENT (the "Agreement") is entered into by and among the Member named on the signature pages hereto, (the “Members”), of Prosperties Capital, LLC, an Oklahoma limited liability company(The “Company”). In consideration of the mutual covenants and conditions hereinafter set forth, the Member hereby agree that the terms of the Operating Agreement governing the Company shall be as follows: ARTICLE I Organizational Matters Section 1.01. Formation. The Company shall be formed as a limited liability company pursuant to the provisions of the Act (as hereinafter defined). The rights and obligations of the Member, and the affairs of the Company, shall be governed first by the mandatory provisions of the Act, second by the Company's Articles of Organization, third by this Agreement and fourth by the optional provisions of the Act. In the event of any conflict among the foregoing, the conflict shall be resolved in the order of priority set forth in the preceding sentence. Section 1.02. Name. The name of the Company shall be Prosperties Capital, LLC. Section 1.03. Principal Office. The principal office of the Company in the State of Oklahoma shall be located at 504 West Los Angeles St., Broken Arrow, OK 74011. The name of its resident agent is Dryer and Associates, P.C. at 5110 S. Yale Ave., Suite 430, Tulsa, OK 74135. The Company may also maintain offices at such other place or places as the Member deem advisable. Section 1.04. Term. The Company shall commence upon the filing for record of the Company's Articles or Organization with the Oklahoma Secretary of State, and shall continue until November 7, 2066, unless sooner terminated as herein provided. ARTICLE II Definitions Section 2.01. Definitions. For purposes of the Agreement, the following terms shall have the following meanings. "Act" means the Oklahoma Limited Liability Company Act, codified as 18 O.S. (Supp. 1992) §2000 et seq., as it may be amended from time to time, and any successor to such act. "Affiliate" means any Person that directly or indirectly controls, is controlled by, or in under common control with, such Person. As used in this definition of "Affiliate", the term "control" means either (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise or (ii) a direct or indirect equity interest of ten percent (10%) or more in the entity. "Agreement" means this Operating Agreement, as it may be amended or supplemented from time to time. "Articles of Organization" means the articles of organization, as amended from time to time, filed by the Company under the Act. "Assignee" means a Person to whom one or more Units have been transferred, by transfer or assignment or otherwise, in a manner permitted under this Agreement, and who has agreed to be bound by the terms of this Agreement but who has not become a Substitute Member. "Business Day" means Monday through Friday of each week, except legal holidays recognized as such by the Government of the United States or the State of Oklahoma. "Capital Account" means each capital account maintained for a Member pursuant to Section 4.03. "Capital Contributions" means the sum of the total amount of cash and the total value of property contributed or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services contributed to the Company by all Member, or any one Member, as the case may be (or the predecessor holders of any Units of any such Member). "Capital Gain" means the Company's allocable share of gain from the disposition by the Company of a capital asset as defined in the Code (including any portion of such gain treated as ordinary income). "Cash Available for Distribution" means, with respect to any period, all cash receipts and funds received by the Company (except for Capital Contributions) minus (i) all cash expenditures and (ii) the Company's cash management fund and funds representing working capital or other reserves. "Code" means the Internal Revenue Code of 1986, as amended, as in effect from time to time. "Company" means the limited liability company formed by the filing of the Company's Articles of Organization with the Oklahoma Secretary of State. "Company Property" means all property owned, leased or acquired by the Company from time to time. "Disqualified Member" has the meaning specified in Section 12.01. "Event of Dissolution" has the meaning specified in Section 12.01. "Income" and "Loss" mean an amount equal to the Company's taxable income (excluding Capital Gain) or loss (including capital loss) for each taxable year, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments: A. Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Income or Loss shall be added to such Income or Loss; B. Any expenditures of the Company described in Section 705(a)(2)(B) of the Code expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Income or Loss, shall be subtracted from such Income or Loss; and C. Upon the distribution of property by the Company to a Member, gain or loss attributable to the difference between the fair market value of the property and its basis shall be treated as recognized. "Majority Vote of the Member" means the affirmative vote of the holders of a majority of the Outstanding Units held by the Member. "Manager" means those Persons appointed as Manager of the Company pursuant to Section 6.01. "Mandatory Provisions of the Act" means those provisions of the Act which may not be waived by the Member acting unanimously or otherwise. "Member" means those individuals executing this Agreement as Member of the Company on the signature pages hereto. (Opinion of Counsel" means a written opinion of counsel (who shall be regular counsel to the Company). "Outstanding" means the number of Units issued by the Company as shown on the Company's books and records, less any Units held by the Company. "Person" means a natural person, partnership, domestic or foreign limited partnership, domestic or foreign limited liability company, trust, estate, association or corporation. "Record Holder" means the Person in whose name such Unit is registered on the books and records of the Company as of the close of business of a particular Business Day. OPERATING AGREEMENT "Substitute Member" means a transferee of a Unit who is admitted as a Member to the Company pursuant to Section 11.01 in place of and with all the rights of a Member. "Tax Item" means each item of income, gain, loss, deduction, or credit of the Company for federal tax purposes, as separately stated and calculated pursuant to the Code. "Tax Matters Partner" means the individual designated pursuant to Section 9.02. "Unit" means a Unit representing an interest in the Company. ARTICLE III Purpose Section 3.01. Purpose of the Company. The purpose of the Company shall be the acquisition of real property for resale and rental activities, including without limitation, acquiring any necessary real and personal property for the above purposes, also obtaining financing and refinancing for the above purposes, exchanging, transferring, or otherwise disposing of, all or any part of the property, both real and personal and investing and reinvesting any funds necessary to continue the acquisition of the property and conduct the activities listed above. The enumeration of the foregoing purposes and characterization of the business of this Company shall not be construed to restrict the purposes of this Company or limit in any manner the general powers or authority conferred by the laws of the State of Oklahoma upon limited liability companies. In this context the Company may acquire, by purchase or lease, such additional real and/or personal property located in or around Tulsa, Oklahoma, or other locations as may be deemed necessary or desirable by the Manager or Member, and direct such improvements or enter into lease, purchase or other agreements necessary or desirable to cause others to construct improvements upon such real property owned or leased by the Company and to acquire by purchase, lease or otherwise such furniture, fixtures, equipment, leasehold improvements or other personal property as may be necessary or desirable by the Company and to enter into and execute such notes or other instruments of indebtedness and to pledge, mortgage, grant security interests in and otherwise to encumber all or any part of the Company property to secure such indebtedness (within the limitations set forth herein). In forming and continuing this Company, the Member recognize and acknowledge that the production of the inspirational materials and the development of this business is highly speculative, and that the Member make no warranties or representations to each other as to the possibility or probability of gain or against loss from the conduct of the Company business or the ownership of the Company property. ARTICLE IV Capital Contributions Section 4.01. Units. There shall be an aggregate of 500 Units in the Company. Section 4.02. Capital Contributions. Each Member shall contribute One Cent ($0.01) for each Unit as set forth opposite such Member's name on Exhibit A hereto, at the times set forth therein. Section 4.03. Capital Accounts. A. The Company shall maintain for each Member a separate Capital Account. The term "Capital Account" shall mean as to any Member and as to any Units held by that Member the amount of the initial Capital Contribution attributable to the Units held by that Member, which amount shall be (i) increased by subsequent Capital Contributions by such Member, and Capital Gain and Income allocated to such Member pursuant to Section 5.02, and (ii) decreased by distributions to such Member pursuant to Section 5.01 and Losses allocated to such Member pursuant to Section 5.02. Distributions shall be debited to Capital Accounts in the year containing the record date for such distribution. B. It is not currently anticipated that the Company will receive any Capital Contributions in any form other than cash. In the event any in-kind contributions or contributions in the form of services are ever made, the Capital Account of the Member shall be increased by the fair market value of the property or services contributed by such Member. C. The foregoing definition of Capital Account and certain other provisions of this Agreement are intended to comply with Treasury regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with that regulation. Such regulation contains additional rules governing maintenance of capital accounts that have not been addressed in this Agreement. D. An Assignee of a Unit will succeed to the Capital Account relating to the Unit transferred. However, if the transfer causes a termination of the company under Section 708(b)(1)(B) of the Code, the Company Property shall be deemed to have been distributed in liquidation of the Company to the Member (including the transferee of a Unit) pursuant to Section 12.02 and recontributed by such Member and transferees in reconstitution of the Company. The Capital Accounts of such reconstituted Company shall be maintained in accordance with the principles of this Section 4.03. E. At such times as may be permitted or required by Treasury Regulations issued pursuant to Section 704 of the Code, the Capital Accounts shall be revalued and adjusted to reflect the then fair market value of Company Property and the Capital Accounts shall be maintained to comply with Treasury Regulations Section 1.704-1(b)(2)(iv)(f). All allocations of gain resulting from such revaluation shall be made consistently with that regulation; and to the extent not inconsistent therewith, the Income allocation provisions of Section 5.02 hereof. Section 4.04. Interest. No interest shall be paid by the Company on Capital Contributions, on balances in a Member's Capital Account or on any other funds distributed or distributable under this Agreement. OPERATING AGREEMENT Section 4.05. No Withdrawal. Except as otherwise required under any Mandatory Provisions of the Act, no Member shall have (i) any right to resign voluntarily or otherwise to withdraw from the Company, or (ii) any right to the withdrawal or reduction of any part of his Capital Contribution, without the written consent of all remaining Member of the Company. No Member will have the right to demand or receive property other than cash in return for his contribution to the Company or shall have priority over any other Member, either as to the return of contributions to the Company capital or as to profits, losses or distributions, except as otherwise specifically provided herein. Section 4.06. Loans. Loans by a Member to the Company shall not be considered Capital Contributions. The Company shall not make any loans to any Member or any Affiliate of any Member. Section 4.07. Additional Capital Contributions. In the event that the Member determine by a Majority Vote of the Member that additional Capital Contributions by the Member are required to pay current operation expenses, current indebtedness and current installments of long-term indebtedness of the Company when due and in adequate time to obtain all discounts available by reason of prompt payment, each Member shall contribute in cash to the capital of the Company an amount equal to his pro rata shares of the aggregate additional Capital Contribution called for (according to the number of Units held by each, with all Outstanding Units being treated alike), in the time and manner determined by a Majority Vote of the Member. In the event a Member shall fail to make the required additional Capital Contributions, the other Member shall have the right, but not the obligation, to make the contribution which would otherwise have been made by the non-contributing Member. The amount of any additional contribution shall be added to the Capital Account of the contributing Member. Section 4.08. Rights of Contributing Member. The contributing Member shall have the right to demand of the non-contributing Member that the non-contributing Member, within five (5) days after written demand, submit a written offer to purchase the Units of the contributing Member stating the terms and amount and, in the alternative, to sell the non-contributing Member's interest on the same terms. The contributing Member shall have the option for thirty (30) days to: (i) continue the Company by accepting the non-contributing Member's purchase offer or sale offer; or (ii) serve notice that the Company shall be dissolved in accordance with Sections 12.01 and 12.02 herein. Failure by a non-contributing Member to execute and deliver such a purchase offer and sale offer within the time prescribed on written demand of the contributing Member shall entitle the contributing Member to dissolve the Company or to exercise a right to purchase the interest of the non-contributing Member at a price equal to one-half (½) of the Capital Contribution of the non-contributing Member. ARTICLE V Allocations and Distributions Section 5.01. Distribution of Cash Available for Distribution. Distributions of all Cash Available for Distribution shall be made at the Manager' discretion upon approval of the Majority of the Member. Any distribution of property shall be treated as a distribution of cash in the amount of the fair market value of such property. Distribution shall be made to the Member by the Company pro rata, according to the number of Units held by each, with all Outstanding Units being treated alike. The Member shall have full discretion to expend Company funds out of profits, revenues or otherwise for mortgage or other loan amortization on debts of the Company, for capital improvements or other capital items and to retain in the Company such sums as the Member deem appropriate to provide reserves for contingencies and liabilities of the Company. Any distributions made either from net profits, income or depreciation reserves shall be charged to and reduce the Member' income or Capital Accounts according to generally-accepted principles of partnership accounting, subject to all provisions of this Agreement. Section 5.02. Allocation of Income and Loss. A. The Tax Items of the Company shall be determined at the close of each calendar year. All Tax Items shall be allocated to all Member and assignees in accordance with their respective Units in the Company. All outstanding Units shall be treated equally. B Notwithstanding anything to the contrary in this Section 5.02, if there is a net decrease in "minimum gain" (within the meaning of Treasury Regulations Section 1.704-1(b)(4)(iv)(c)) during a fiscal year, all Member with a deficit balance in their Capital Accounts at the end of that year (excluding items described in Treasury Regulations Section 1.704-1(b)(4)(iv)(e)) shall be allocated, before any other allocations of Company items for such fiscal year, items of Income and gain for such year (and if necessary, subsequent years), in an amount and in the proportions necessary to eliminate such deficits as quickly as possible. The foregoing sentence is intended to be a "minimum gain charge back" provision as described in Treasury regulations Section 1.704-1(b)(4)(iv)(e), and shall be interpreted and applied in all respects in accordance with that regulation. C. If during any fiscal year of the Company, any Member unexpectedly receives an adjustment, allocation, or distribution of the type described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), that Member shall be allocated items of Income in an amount and manner sufficient to eliminate that Member's deficit Capital Account balance as quickly as possible. D. Under regulations prescribed by the Secretary of the Treasury pursuant to Section 704(c) of the Code, items of Capital Gain, Income and Loss with respect to property contributed to the Company by a Member shall be shared among Member so as to take account of the variation between the basis of the property to the company and its fair market value at the time of contribution. The Member shall have the power to make such elections, adopt such conventions, and allocate Capital Gain, Income and Loss as each of them deems appropriate to comply with Section 704(c), of the Code and any Treasury Regulations promulgated thereunder and to preserve, to the extent possible, uniformity of the Units. Any items allocated under this Section 5.02.D shall not be debited or credited to Capital Accounts to the extent that item is already taken into account (upon formation or otherwise) in determining a Member's Capital Account. E. Upon the transfer of a Unit, Income, Capital Gain and Loss attributable to the transferred Unit shall, for federal income tax purposes, be allocated to the owner of such Unit by prorating such items based on the number of days prior to and including the date of such transfer for the taxable year. The Member may revise, alter, or otherwise modify the method of allocation as they determine necessary to comply with Section 706 of the Code and regulation or rulings promulgated thereunder. F. If, and to the extent that any Member is deemed to recognize income as a result of any transaction between the Member and the Company pursuant to Sections 482, 483, 1272-1274 or 7872 of the Code, or any similar provision now or hereafter in effect, any corresponding resulting Loss or deduction of the Company shall be allocated to the Member who was charged with such income. G. All tax credits for federal or state income tax purposes shall be allocated in the same manner as income. H. Series Limited Liability Company. The Oklahoma limited liability act provides that the debts liabilities and obligations incurred contracting for otherwise existing with respect to a particular series of this LLC are enforceable against the series only, and not against the assets of the limited liability company generally or any other series contained in and of the LLC. This LLC in order to obtain appropriate protection under the series LLC each series is treated separately. The books and records are be kept for each series and the assets of the series will be held and accounted for separately. Notices is hereby given that the debts liabilities obligations and expenses incurred contracted for otherwise existing with respect to a particular series shall be enforceable against the assets of such series only and not against the assets of the company generally or any other series thereof. None of the debts liabilities obligations of expenses incurred contracted for otherwise existing with respect to the company generally or any other series thereof shall be enforceable against the assets of another series. Said Series are shown on Schedule "B" ARTICLE VI Management by Manager Section 6.01. Manager. Management of the Company shall be vested in one or more Manager, as are appointed by the Member from time to time pursuant to this Agreement. In the event that no Manager are appointed, or all Manager have been removed from office as provided in this Article VI, the business of the Company shall be under the exclusive management of the Member, and in such case, the unanimous agreement of all Member shall be necessary for all decisions affecting the Company, and individual Member shall have no power as such. The first manager is Josiah Dettmann. Section 6.02. Authority of Manager. A Manager or Manager may exercise all the powers of the Company whether derived from law, the articles of Organization or this Agreement, except such powers as are by statute, by the Articles of Organization or by this Agreement vested solely in the Member. Section 6.03. Compensation of Manager. Upon a resolution passed by a majority of the Member, the Manager may be compensated for their services to the Company in an amount commensurate with the services provided. Section 6.04. Restrictions on Manager. Notwithstanding any other provision hereof, no Manager or Manager, if there be any, shall, without consent or ratification of the specific act by a Majority of the Member: A. Sell any Company Property (or assets, in related transactions) having a fair market value over $1,000; B. Enter into any contract which is not terminable at will, involving an anticipated total expenditure of over $1,000; C. Do any act which would make it impossible to carry on the ordinary business of the Company; D. Compromise any claim over $1,000; E. Admit a Person as a Member, except as provided in this agreement; or F. Knowingly perform any act that would subject a Member to personal liability. Section 6.05. Number, Term and Qualifications. The Company may have one or more Manager. Appointment of Manager(s) or increases or decreases in the number of Manager may be made as the Member shall from time to time determine, by unanimous agreement. Each Manager shall hold office until his successor shall have been appointed. Manager need not be Member of the Company. Section 6.06. Manner of Acting. The unanimous agreement of all Manager shall be necessary for all decisions affecting the Company, and individual Manager shall have no power as such. Any one Manager acting pursuant to such unanimous agreement shall have the authority to act on behalf of the Company to execute documents in the name of the Company and to contractually bind the Company. Section 6.07. Outside Activities. Each Manager and such Manager's affiliates may have business interests and engage in business activities in addition to those relating to the Company, including, without limitation, business interests and activities in direct competition with the Company for such Manager's or such Manager's affiliates' own account or for the account of others, and no provision of this Agreement shall be deemed to prohibit such Manager or such Manager's Affiliates from conducting such businesses and activities. Neither the Company, the Member or the other Manager shall have any rights by virtue of this agreement or the relationship contemplated herein in any business ventures of such Manager or such Manager's Affiliates. Section 6.08. Limitation on Liability of Manager. No Manager of the Company shall be liable to the Company or its Member for monetary damages for breach of fiduciary duty as a Manager; provided, however, that nothing contained herein shall eliminate or limit the liability of a Manager (i) for any breach of the Manager's duty of loyalty to the Company or its Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and (iii) for any transaction from which the Manager derived an improper personal benefit. ARTICLE VII Rights and Obligations of the Member Section 7.01. Limitation of Liability. Anything herein to the contrary notwithstanding, except as otherwise expressly agreed in writing, a Member shall not be personally liable for any debts, liabilities or obligations of the Company, whether to the Company, to any of the other Member, or to creditors of the Company, beyond the Capital Account of the Member, together with the Member's share of the assets and undistributed profits of the Company. Section 7.02. Rights of Member Relating to the Company. A. Subject to the restrictions of Section 7.03, this Agreement may be amended only by a Majority Vote of the Member. B. In addition to other rights provided by this Agreement or by applicable law, a Member shall have the right upon demand and at such Member's own expense: 1. To obtain any and all information regarding the status of the business and financial condition of the Company; 2. Promptly after becoming available, to obtain a copy of the Company's federal, state, and local income tax returns for each year; 3. To have furnished to it a current list of the name and last known business, residence or mailing address of each Member; 4. To obtain information regarding the Capital Contributions made by each Member; 5. To have furnished to it a copy of this Agreement and the Articles of Organization and all amendments hereto and thereto, together with copies of any powers of attorney pursuant to which this Agreement, the Articles of Organization, and all amendments hereto and thereto have been executed; and 6. To inspect and copy any of the Company's books and records and obtain such other information regarding the affairs of the Company. Section 7.03. Restrictions on Powers. Except as otherwise provided herein or by the Mandatory Provisions of the Act, a Member shall not have the authority or power to act on behalf of, or to bind, the Company, or any other Member, and a Member shall not have the right or power to take any action which would change the Company to a general partnership, change the limited liability of a Member, or affect the status of the Company for federal income tax purposes. Section 7.04. Indemnification. A. Company Indemnity. To the maximum extent permitted by law, the company shall indemnify and hold harmless all Member, Manager, their respective affiliates, and the employees and agents of the Company (each, an "Indemnitee") from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorney's fees and disbursements), judgments, fines, settlements, penalties and other expenses actually and reasonably incurred by the Indemnitee in connection with any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, by reason of the fact that the Indemnitee is or was a Member or Manager of the Company or is or was an employee or agent of the company, including affiliates of the foregoing, arising out of or incidental to the business of the Company, provided, (i) the Indemnitee's conduct did not constitute willful misconduct or recklessness, (ii) the action is not based on breach of this Agreement, (iii) the Indemnitee acted in good faith and in a manner he or it reasonably believed to be in, or not opposed to, the best interests of the Company and within the scope of such Indemnitee's authority and (iv) with respect to a criminal action or proceeding, the Indemnitee had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee acted in a manner contrary to that specified above. B. Advancement of Expenses. Expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 7.04 may, from time to time, be advanced by the company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified as authorized in this Section 7.04. C. Non-Exclusivity. The indemnification provided by this Section 7.04 shall be in addition to any other rights to which the Indemnitee may be entitled under any agreement, vote of the Member, as a matter of law or equity, or otherwise, and shall inure to the benefit of the successors, assignees, heirs, personal representatives and administrators of the Indemnitee. D. Insurance. The Company may purchase and maintain insurance, at the Company's expense, on behalf of any Indemnities against any liability that may be asserted against or expense that may be incurred by an Indemnitee in connection with the activities of the Company regardless of whether the Company would have the power to indemnify such Indemnitee against such liability under the provisions of this Agreement. ARTICLE VIII Books, Records, Accounting, and Reports Section 8.01. Books and Records. Appropriate books and records with respect to the Company's business, including, without limitation, all books and records necessary to provide to the Member any information, lists and copies of documents required to be provided pursuant to Section 7.02, shall at all times be kept at the principal office of the Company or at such other places as agreed to by the Member. Without limiting the foregoing, the following shall be maintained at the Company's principal office: (i) a current list of the full name and last known business address of each Member and Manager, (ii) copies of records that would enable a Member to determine the relative voting rights of the Member, (iii) a copy of the Articles of Organization, and any amendments thereto, (iv) copies of the Company's federal, state and local income tax returns and reports, if any, for the three most recent years' and (v) copies of any financial statements of the Company for the three most recent fiscal years. Any records maintained by the Company in the regular course of its business may be kept on, or be in the form of, magnetic tape, photographs or any other information storage device, provided that the records so kept are convertible into clearly legible written form within a reasonable period of time. Section 8.02. Accounting. The books of the Company for regulatory and financial reporting purposes shall be maintained on the cash basis of accounting. The Company books for purposes of maintaining and determining Capital Accounts shall be maintained in accordance with the provisions of this Agreement, Section 704 of the Code and, to the extent not inconsistent therewith, the principles described above for financial reporting and regulatory purposes. Section 8.03. Fiscal Year. The year of the Company shall be the calendar year, unless otherwise determined by Majority vote of the Member. ARTICLE IX Tax Matters Section 9.01. Taxable Year. The taxable year of the Company shall be the calendar year, unless otherwise determined by Majority vote of the Member. Section 9.02. Tax Controversies. Subject to the provisions hereof, the manager is designated the "Tax Matters Partner" (as defined in Section 6231(a)(7) of the code), and is authorized and required to represent the Company, at the Company's expense, in connection with all examinations of the Company's affairs by tax authorities, including resulting administrative and judicial proceedings. Each Member agrees to cooperate with the Tax Matters Partner, and to do or refrain from doing any or all things reasonably required by the tax matters Partner to conduct such proceedings. Section 9.03. Taxation as a Partnership. No election shall be made by the Company or any Member for the Company to be excluded from the application of any provision of Subchapter K, Chapter 1 of Subtitle A of the Code or from any similar provision of any state tax laws. ARTICLE X Transfer of Units Section 10.01 Transfer. A. The term "transfer", when used in this Article X with respect to a Unit, shall be deemed to refer to a transaction by which the Member assigns all or a portion of its Units, or any interest therein, to another Person, or by which the holder of a Unit assigns the Unit to another Person as Assignee. A "transfer" includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, transfer by will or intestate succession, exchange, or any other disposition. B. The Units of the Member may not be transferred, except in compliance with the requirements of Section 10.02, and any noncomplying transfer will be void. Section 10.02. Transfer to Third Party. The provisions of this section will apply to each transfer of all or any portion of a Member's Units by a Member regardless of any waiver, consent or non-consent by any member to a prior transfer. A. Neither a Member nor a personal representative of a deceased Member may sell, assign, or transfer all or any part of a Member's Units to a third party or to another Member in response to a bona fide offer to purchase from such party without first notifying the other Member and obtaining their written consent. Upon such notification and consent, the other Member shall have the preferential right of first refusal to purchase any selling Member's Units in the Company, at a price and under the terms and conditions as favorable as contained in any bona fide offer acceptable to the selling Member from any prospective purchaser. If a Member receives an offer to purchase all or any part of his Units in the Company, he shall, prior to accepting the same, notify the other Member of the terms of the offer and provide each with a copy thereof. For thirty (30) days after receipt of such notice, the other Member will have the preemptive option to purchase all of the Units of the Member which are the subject of the offer at the price and on the terms set forth in the offer, on a pro rata basis, among the Member desiring to purchase, in accordance with their then existing Units. If the Purchasing Member(s) elects to purchase all of the Units of the Member which are the subject of the offer, such purchasing Member(s) will give written notice thereof to the selling Member and the other Member within said thirty (30) days period and the purchase price will be paid as provided in the offer within thirty (30) days thereafter. Section 10.03. Transfer Restriction Legend. The transfer restrictions on Company Units shall be conspicuously noted in an appropriate legend on any Unit certificates issued. Section 10.04. Prohibited Transfers. In no event shall any Unit be transferred to a minor or any incompetent except by will or intestate succession. Section 10.05. Deemed Consent To Be Bound by Agreement. Any holder of a Unit (including a transferee thereof) shall be deemed conclusively to have agreed to comply with and be bound by all terms and conditions of this Agreement, with the same effect as if such holder had executed an express acknowledgment thereof, whether or not such holder in fact has executed such an express acknowledgment. Section 10.06. Restrictions of Transfer. Notwithstanding the other provisions of this Article X, no transfer of any Unit of any Member in the company shall be made if the transfer (i) would violate applicable federal and state securities laws or rules and regulations of the Securities and Exchange Commission, any state securities commission or any other governmental authority with jurisdiction over the transfer, (ii) would materially adversely affect the classification of the Company as a partnership for federal or state income tax purposes or (iii) would affect the Company's qualification as a limited liability company under the Act. Section 10.07. Issuance of Certificates. The Company may issue one or more Certificates in the name of the Member evidencing the number of Units issued. Upon the transfer of a Unit in accordance with Article X, the Company shall, if certificates have been issued, issue replacement Certificates. All Certificates shall contain legends required by this Agreement or otherwise required by law. Section 10.08. Lost, Stolen or Destroyed Certificates. The Company shall issue a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate: (i) makes proof by affidavit that a previously issued Certificate has been lost, stolen, or destroyed; (ii) requests the issuance of a new Certificate before the Company has notice that the Units evidenced by such Certificate have been acquired by a purchaser for value in good faith and without notice of an adverse claim; and (iii) if required by the Company, delivers to the Company a bond with surety or sureties acceptable to the Company, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate. The Company shall be entitled to treat each Record Holder as the Member or Assignee in fact of any Units and, accordingly, shall not be required to recognize any equitable or other claim or interest in or with respect to the Units on the part of any other Person, regardless of whether it has actual or other notice thereof. ARTICLE XI Admission of Substitute and Additional Member Section 11.01. Admission of Substitute Member. A. Upon a transfer of a Unit by a Member in accordance with Article X (but not otherwise), the transferor shall have the power to give, and by transfer of any Certificate issued shall be deemed to have given, the transferee the right to apply to become a Substitute Member with respect to the Unit acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee of a Certificate representing a Unit shall be an Assignee with respect to the transferred Unit (whether or not such transferee is a Member or Substitute Member with respect to other previously acquired Units) unless and until all of the following conditions are satisfied: 1. The instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor's interest as a Substitute Member in his place; 2. The assignor and Assignee shall have fulfilled all other requirements of this Agreement; 3. The Assignee shall have paid all reasonable legal fees and filing costs incurred by the Company in connection with his substitution as a Member; and 4. The Member shall have unanimously approved such substitution in writing, which approval may be granted or withheld, and the books and records of the Company have been modified to reflect the admission. The admission of an assignee as a Substitute Member with respect to a transferred Unit shall become effective on the date the Member give their unanimous written consent to the admission and the books and records of the Company have been modified to reflect such admission. Any Member who transfers all of his Units with respect to which it had been admitted as a Member shall cease to be a Member of the Company upon a transfer of such Units in accordance with Article X and the execution of a counterpart of this Agreement by the transferee and shall have no further rights as a Member in or with respect to the Company (whether or not the Assignee of such former Member is admitted to the Company as a substitute Member). Section 11.02. Failure to Admit Assignee as Substitute Member. If the Member fail to unanimously consent to admit the Assignee of a Member's Units as a Substitute Member pursuant to the provisions of Section 11.01. above, then the Assignee shall be deemed to have acquired only that portion of such Member's Units which consists of the right to receive distributions made under the terms of this Agreement. Provided, however, that no such transfer shall be effective as to the Company and the Member until the Member shall have first received a copy of the instrument executed by the transferring Member wherein such distribution right was transferred, duly acknowledged before a notary public, containing an instruction to the Member as to what percentage, to whom, and where such distributive share is to be paid. Until the foregoing conditions are met, the Member shall continue to pay distributions to the transferring Member rather than to the Assignee, and the transferring Member hereby agrees to save and hold harmless the other Member from any and all claims with respect to the distributions so remitted to the transferring Member. At such time as the conditions precedent stipulated in this Section are met, the Member will remit directly to the named Assignee all distributions to which such Assignee may be entitled pursuant to the provisions of this Agreement and the transfer instrument. Section 11.03. Admission of Additional Member. Additional Units may be authorized and issued by the Company upon such terms and conditions as may be approved by a Majority Vote of the Member. Upon the proposed issuance of any such additional Units, each existing Member shall have the preemptive right, but not the obligation, to purchase such portion of the newly issued Units as the ratio of the number of Units then held by such Member bears to the total number of Units held by Member and outstanding before the issuance of the new Units, together with such Member's proportionate share of any newly issued Units as to which other Member fail to exercise their preemptive rights. ARTICLE XII Dissolution and Liquidation Section 12.01. Disqualification of Member. Upon the death, resignation, expulsion, bankruptcy, liquidation or dissolution of a Member (such Member being hereinafter sometimes referred to as a "Disqualified Member"), or the occurrence of any other event which terminates the continued Membership of a Member in the Company (any of such events being referred to herein as an "Event of Dissolution"), the Company shall dissolve and its affairs, unless there are at least two (2) remaining Member unanimously agree to continue the Company. If an election to continue the Company is made, then: A. The remaining Member may elect, within thirty (30) days of the decision to continue the Company, to purchase the Disqualified Member's Units upon such terms and conditions as the remaining Member and the Disqualified Member or the legal representative of the Disqualified Member, may agree. In the event the remaining Member and the Disqualified Member (or such legal representative) do not agree upon terms and conditions for a purchase of the Units of the Disqualified Member, the remaining Member shall have an option (to be exercised within sixty (60) days after the occurrence of the Event of Dissolution, by giving notice to the Disqualified Member, or such legal representative) to purchase the Units for a cash purchase price determined by the value of the Capital Account of the Disqualified Member, as of the end of the calendar month preceding the occurrence of the Event of Dissolution, adjusted as if all Company Property were sold at fair market value, and all liabilities of the Company were paid and the Company was liquidated in accordance with the provisions of Section 12.02. B. The Company shall continue until the expiration of the term for which it was formed or until the occurrence of another Event of Dissolution, in which event any remaining Member shall again elect whether to continue the Company pursuant to this Section 12.01. Section 12.02. Dissolution and Liquidation. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following: (i) the term of the Company stated in the Articles of Organization expires; (ii) there are fewer than two (2) Member; (iii) on the sale of all the assets of the Company; (iv) if, upon the occurrence of an Event of Dissolution, the remaining Member fail to continue the Company pursuant to Section 12.02; or (v) all Member vote to dissolve the Company. Section 12.03. Method of Winding Up. Upon dissolution of the Company pursuant to Section 12.02, the Company shall immediately commence to liquidate and wind up its affairs. The Member shall continue to share profits and losses during the period of liquidation and winding up in the same proportion as before commencement of winding up and dissolution. The proceeds from the liquidation and winding up shall be applied in the following order of priority: A. To secured creditors then general creditors, including Member who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company other than liabilities to Member on account of their Capital Contributions or on account of a Member's withdrawal from the Company or pursuant to a withdrawal of capital; and B. The balance, to Member in accordance with their Capital Accounts. Unless the Member shall unanimously determine otherwise, all distributions will be made in cash, and none of the Company Property will be distributed in kind to the Member. Section 12.04. Filing Articles of Dissolution. Upon the completion of the distribution of Company Property as provided in Section 12.02, Articles of Dissolution shall be filed as required by the Act, and each member agrees to take whatever action may be advisable or proper to carry out the provisions of this Section. Section 12.05. Return of Capital. The return of Capital Contributions shall be made solely from Company Property. ARTICLE XIII Amendment of Agreement; Meetings; Record Date Section 13.01. Amendments. All Amendments to this Agreement shall require a Majority Vote of the Member. Section 13.02. Limitations on Amendments. Notwithstanding any other provision of this Agreement, no amendment to this Agreement may (i) enlarge the obligations of any Member under this Agreement or (ii) amend this Section 13.02, Section 13.01. or Section 7.03, without the unanimous approval of all Member. Section 13.03. Meetings. Meetings may be called by any Member or Manager, by giving at least ten (10) days' prior notice of the time, place and purpose of the meeting to all Member. Section 13.04. Adjournment. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than forty-five days. At the adjournment meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than forty-five days, a notice of the adjourned meeting shall be given in accordance with this Section 13.04. Section 13.05. Waiver of Notice; Consent to Meeting; Approval of Minutes. The transactions of any meeting of the Company, however called and noticed, and whenever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum (as defined in Section 13.06. below) is present either in person or by proxy, and if, either before or after the meeting, each of the Member entitled to vote, but not present in person or by proxy, approves by signing a written waiver of notice or an approval to the holding of the meeting or an approval of the minutes thereof. All waivers, consents, and approvals shall be filed with the Company records or made a part of the minutes of the meeting. Attendance of a Member at a meeting shall constitute a waiver of notice of the meeting, except when such Member objects, at the beginning of the meeting, to the transactions of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting, but not so included, if the objection is expressly made at the meeting. Section 13.06. Quorum. The holders of more than fifty percent (50%) of the Units entitled to vote represented in person or by proxy, shall constitute a quorum at a meeting of Member. The Member present at a duly called or held meeting at which a quorum is present may continue to participate at such meeting until adjournment, notwithstanding the withdrawal of enough Member to leave less than a quorum, if any action taken (other than adjournment) is approved by the requisite percentage of Units of Member specified in this Agreement. In the absence of a quorum, any meeting of Member may be adjourned from time to time by a Majority Vote of the Member represented either in person or by proxy entitled to vote, but no other matters may be proposed, approved or disapproved, except as provided in Section 13.04. Section 13.07. Action Without a Meeting. Any action that may be taken by any vote of the Member may be taken without a meeting if a written consent to such action is signed by Member holding Units representing not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Units entitled to vote thereon were present and voted. Prompt notice of the taking of any action without a meeting shall be given to those Member who have not consented in writing. ARTICLE XIV General Provisions Section 14.01. Notices. Any notice, demand, request or report required or permitted to be given or made to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class mail to the Member at the address set forth on Exhibit A. Any notice, payment, or report to by given or sent to a Member hereunder shall be deemed conclusively to have been given or sent, upon mailing of such notice, payment, or report to the address shown on the records of the Company, regardless of any claim of any Person who may have an interest in the Unit by reason of an assignment or otherwise. Section 14.02. Captions. All article and section captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in now may define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to "Articles" and "Sections" are to Articles and Sections of this Agreement. Section 14.03. Pronouns and Plurals. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. Section 14.04. Further Action. The parties to this Agreement shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement. Section 14.05. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assignees. Section 14.06. Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. Section 14.07. Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition. Section 14.08. Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto, independently of the signature of any other party. Section 14.09. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Oklahoma, without regard to its principles of conflict of laws. Section 14.10. Invalidity of Provisions. If any provision of this Agreement is or become invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. Section 14.11. Conveyances. All of the assets of the Company shall be held in the name of the Company unless the Manager shall determine that any Manager may hold title to any property as nominee for the Company. Any deed, bill of sale, mortgage, lease, contract of sale or other instrument purporting to convey or encumber the interest of the Company in all or any portion of the assets of the Company shall be sufficient if signed on behalf of the Company by one or more Manager. No person shall be required to inquire into the authority of any individual to sign any instrument which is executed pursuant to the provisions of this Section 14.11. Section 14.12. Power of Attorney. 4. Manager as Attorney-in-Fact. By the execution of this Agreement, or a counterpart hereof, each such Member irrevocably constitutes and appoints the Manager as its true and lawful attorneys-in-fact and agent to effectuate, with full power and authority to act in his name, place, and stead in effectuating, the purposes of the Company pursuant to the terms and conditions of this Agreement, including the execution, acknowledgment, delivery, filing, and recording of all certificates, documents, contracts, loan documents, or counterparts thereof, and all other documents which the Manager deem necessary or reasonably appropriate to do any of the following: (i) organize, qualify, or continue the Company as a limited liability company, including qualification of the Company in such other jurisdictions as the Company's activities may require; (ii) reflect an amendment to this Agreement or the Company's Articles of Organization required by a change in the name of the Company, a change in the principal place of business of the Company or, subject to the provisions of this Agreement, the admission of a new Member to the Company, if such admission is in compliance with the applicable provisions hereof; (iii) accomplish the purposes and carry out the powers of the Company as set forth herein; and (iv) subject to the provisions of this Agreement, effect the dissolution and termination of the Company. B. Nature of Special Power. The power of attorney granted herein: (i) shall be deemed to be coupled with an interest, shall be irrevocable and shall survive the death, incompetency, or legal disability of a Member; (ii) may be exercised only by the Manager, acting together (and their successors and assigns), for each Member, or any or all of them, by listing all, or any, of the Member required to execute any such instrument and executing such instrument as attorney-in-fact for all, or any one, of such Member; and (iii) shall be binding upon any transferee of a Membership interest of a Member hereunder, or any portion thereof, except that where such transferee is qualified as a substitute Member under this Agreement, the power of attorney shall survive the delivery of such Units for the sole purpose of enabling the Manager, acting together, to execute, acknowledge, and file any instrument on behalf of the transferor of the Units necessary to effect such substitution. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 7th day November, 2016. [Handwritten Signature] By: Josiah Dettmann, Manager Attest: Members: [Handwritten Signature] Josiah Dettmann, Member [Handwritten Signature] Mike Dettmann, Member SCHEDULE "A" PROSPERTIES CAPITAL, LLC CERTIFICATE LEDGER <table> <tr> <th>CERT. #</th> <th>UNITHOLDER NAME</th> <th># OF UNITS</th> <th>Date</th> </tr> <tr> <td>1</td> <td>Josiah Dettmann</td> <td>250</td> <td>11/7/2016</td> </tr> <tr> <td>2</td> <td>Mike Dettmann</td> <td>250</td> <td>11/7/2016</td> </tr> </table> SCHEDULE "B" SERIES OF HOLDINGS AND ACCOUNTS <table> <tr> <th>SERIES #</th> <th>NAME</th> <th>ASSETS IN SERIES</th> <th>DATE</th> </tr> <tr> <td>A</td> <td>Series A - Management Company</td> <td></td> <td></td> </tr> <tr> <td>B</td> <td></td> <td></td> <td></td> </tr> <tr> <td>C</td> <td></td> <td></td> <td></td> </tr> <tr> <td>D</td> <td></td> <td></td> <td></td> </tr> </table>