1. Formation

The Company was formed as a Texas limited liability company by filing a Certificate of Formation with the Texas Secretary of State pursuant to the Texas Business Organizations Code.

2. Principal Office

The principal office of the Company shall be located at any place designated by the Manager.

3. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

Company
"Company" means Happy Home Holdings, LLC, a Texas limited liability company formed pursuant to the Texas Business Organizations Code.

Member
"Member" means the retirement account titled “IRAR Trust FBO Anna Frolov, Account #XXXXXXX,” which owns one hundred percent (100%) of the membership interests of the Company.

Manager
"Manager" means the individual appointed to manage the business and affairs of the Company pursuant to this Agreement. The initial Manager of the Company is Anna Frolov.

IRA Owner
"IRA Owner" means Anna Frolov, the individual for whose benefit the Member retirement account is maintained.

Custodian
"Custodian" means IRAR Trust Company, the financial institution serving as custodian of the Member retirement account.

Disqualified Person
"Disqualified Person" shall have the meaning set forth in Section 4975 of the Internal Revenue Code.

4. Sole Member

The sole Member of the Company is the Member as defined in Section 3 of this Agreement.

5. Manager

The Company shall be managed by a Manager.

The initial Manager of the Company shall be: Anna Frolov, Manager

The Manager shall have full authority to operate the business and affairs of the Company, subject to the limitations set forth in this Agreement and applicable law.

The Manager is not required to devote full time to the business of the Company.

The Manager may appoint agents or contractors to perform services on behalf of the Company.

6. Manager Authority

The Manager shall have authority to open and maintain bank accounts in the name of the Company and to execute documents necessary for the operation of the Company, including contracts, leases, deeds, loan documents, and other instruments related to Company investments.

The Manager shall act as an agent of the Company and in a fiduciary capacity on behalf of the Company and for the benefit of the Member.

The Manager shall not use Company assets for the personal benefit of the Manager, the IRA Owner, or any Disqualified Person.

7. Manager Compensation

The Manager shall serve without compensation unless otherwise approved by the Member and permitted under applicable law.

The Manager shall not receive compensation from the Company unless such compensation is permitted under applicable retirement account rules.

8. Purpose and Investment Activities

The purpose of the Company is to make investments permitted for retirement accounts, including but not limited to the acquisition, ownership, management, leasing, sale, exchange, and disposition of real estate and other investment assets permitted under applicable law.

The Manager is authorized to acquire, sell, lease, exchange, or otherwise dispose of real property and other investment assets on behalf of the Company.

9. Capital Contributions

The Member shall make the initial capital contribution to the Company.

Such contribution shall be funded through the Member’s retirement account held by its Custodian, IRAR Trust Company.

The amount of any capital contribution shall be determined by the Member.

Additional capital contributions may be made to the Company from time to time by the Member using funds or assets held for the benefit of the Member.

Capital contributions may consist of cash or other assets permitted under applicable retirement account rules and applicable law.

Neither the Manager, the IRA Owner in an individual capacity, nor any Disqualified Person shall make capital contributions or loans to the Company.

All capital contributions shall become property of the Company.

10. Distributions

All profits, losses, and distributions of the Company shall belong solely to the Member. All economic benefits of the Company shall accrue solely to the Member.

11. Prohibited Transactions

The Company shall not engage in any transaction that would constitute a prohibited transaction under the Internal Revenue Code, including but not limited to Section 4975.

The Manager shall not cause the Company to engage in any transaction with a Disqualified Person as defined in Section 3 of this Agreement.

The Manager shall exercise reasonable diligence to prevent the Company from engaging in any prohibited transaction or any transaction that could cause the Member retirement account to lose its tax-advantaged status.

The Company shall operate in a manner consistent with applicable retirement account rules and regulations.

The IRA Owner shall not have direct ownership of Company assets.

12. Separate Funds

All funds of the Company shall be maintained in separate accounts in the name of the Company and shall not be commingled with personal funds of the Manager or any other person.

No personal funds of the Manager or the IRA Owner shall be deposited into Company accounts.

All expenses of the Company shall be paid from Company funds.

The Manager shall not pay Company expenses with personal funds unless necessary to facilitate a Company investment. In such cases, the Manager may be reimbursed by the Company for the exact amount of such expenses, provided the expenses were incurred solely for the benefit of the Company and reimbursement is permitted under applicable retirement account rules.

13. Records

The Company shall maintain complete and accurate records of all financial transactions, investments, bank statements, and documentation necessary for tax reporting and custodian reporting requirements.

Such records shall be available to the Member or its Custodian upon reasonable request.

The records of the Company shall be maintained at a location determined by the Manager and retained for at least seven (7) years or as otherwise required by law.

The Company shall maintain its books and records using an accounting method determined by the Manager.

14. Annual Valuation

The Manager shall provide the Member or its Custodian with information reasonably necessary to determine the fair market value of the Company’s assets on an annual basis, including information reasonably required by the Custodian for reporting purposes.

15. Tax Treatment

The Company is intended to be treated as a single-member limited liability company disregarded as an entity separate from its owner for federal income tax purposes.

16. Indemnification

The Company shall indemnify the Manager against liabilities, costs, and expenses, including the costs of defense, incurred in good faith performance of duties on behalf of the Company, provided the Manager acted in good faith and in a manner reasonably believed to be in the best interests of the Member, except for acts of fraud, willful misconduct, or violations of this Agreement.

17. Dissolution

The Company shall dissolve upon the occurrence of the following events:

1. The Member elects to dissolve the Company.
2. The Company has disposed of all of its assets and completed the winding up of its affairs.
3. Any event requiring dissolution under the Texas Business Organizations Code.

Upon dissolution, the Manager shall wind up the affairs of the Company and shall have authority to liquidate Company assets as necessary to complete the winding up of the Company.

After payment of all liabilities, the remaining assets of the Company shall be distributed to the Member.

18. Governing Law

This Agreement shall be governed by the laws of the State of Texas.

19. Amendments

This Agreement may be amended only with the written consent of the Member.

20. Successor Manager

If the Manager resigns, dies, or becomes unable to serve, the Member may appoint a successor Manager.

The successor Manager shall have all rights and authority of the original Manager and shall serve under the terms of this Agreement.

21. Company Bank Accounts

The Manager is authorized to establish bank accounts in the name of the Company for the deposit and management of Company funds.

22. Entire Agreement

This Agreement constitutes the entire agreement regarding the governance and operation of the Company.

23. Electronic Signatures

This Agreement may be executed electronically and such signatures shall be deemed original signatures.

24. Company Records

The Company shall maintain its Certificate of Formation, this Operating Agreement, EIN confirmation letter, and financial records as part of its official records.