LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SECURED REAL ESTATE INCOME FUND II, LLC (a Delaware limited liability company)Limited Liability Company Operating Agreement • October 11th, 2016 • Secured Real Estate Fund II, LLC • Delaware
Contract Type FiledOctober 11th, 2016 Company JurisdictionThis Limited Liability Company Operating Agreement (this "Agreement") is entered into by and among SREIF MANAGER II, LLC, a Nevada limited liability company (the "Managing Member"), as the Managing Member of Secured Real Estate Income Fund II, LLC, a Delaware limited liability company (the "Company"), those members of the Company owning Membership Interests (as defined below) (each an "Investor" and collectively the "Investors"), and such other Persons who are admitted as Members of the Company or become Assignees of Interests in the Company, in each case pursuant to this Agreement. This Agreement is effective commencing June 15, 2016.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 11th, 2016 • Secured Real Estate Fund II, LLC • Delaware
Contract Type FiledOctober 11th, 2016 Company JurisdictionThis Subscription Agreement (this "Agreement") is entered into by and between the Secured Real Estate Income Fund II, LLC, a Delaware limited liability company (the "Company") and the subscriber who executes this Agreement (the "Subscriber"), effective as of the date of the Subscriber's signature (electronic or otherwise) to this Agreement. In consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subscriber and the Company hereby agree as follows.
INVESTMENT MANAGEMENT AGREEMENT FOR SECURED REAL ESTATE INCOME FUND II, LLCInvestment Management Agreement • October 11th, 2016 • Secured Real Estate Fund II, LLC • Delaware
Contract Type FiledOctober 11th, 2016 Company JurisdictionTHIS INVESTMENT MANAGEMENT AGREEMENT (this "Agreement") entered into as of July 1, 2016 by and between GOOD STEWARD CAPITAL MANAGEMENT, INC, an Arizona corporation having a place of business at 2090 North Kolb Road Suite 120 Tucson, AZ, 85715 (the "Investment Manager"), SECURED REAL ESTATE INCOME FUND II, LLC, a Delaware limited liability company (the "Fund") having a place of business at 2105 South Bascom Avenue, Suite 190, Campbell, CA 95008 and SREIF MANAGER II, LLC, a Nevada limited liability company having a place of business at 2105 South Bascom Avenue, Suite 190, Campbell, CA 95008 (the "Managing Member").
SECURED REAL ESTATE INCOME FUND II, LLC PLACEMENT AGENCY AGREEMENTSecured Real Estate Fund II, LLC • October 11th, 2016 • Utah
Company FiledOctober 11th, 2016 JurisdictionSecured Real Estate Income Fund II, LLC, a Delaware limited liability company (the "Company"), is qualifying for public sale up to $50,000,000 (the "Maximum Offering Amount") of its Class A Units of Membership Interest (the "Units" and, as the context requires, the term "Units" may also refer to the Class B Units of the Company or any other membership interests in the Company that may hereafter be issued and outstanding) for a purchase price of $10.00 per Class A Unit (the "Offering"), pursuant to an exemption from registration pursuant to: (i) Regulation A ("Regulation A") promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"); and (ii) applicable blue sky exemptions. The Company desires to appoint Cambria Capital, LLC, a California limited liability company, as its non-exclusive placement agent for the Offering (the "Placement Agent") on the terms and conditions described herein. In connection with the O